Common use of Optional Redemption Clause in Contracts

Optional Redemption. (A) The Series B Preferred Shares may be redeemed by the Company, at its election, out of funds lawfully available therefor, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

Appears in 2 contracts

Sources: Subscription Agreement (Forbes Energy Services Ltd.), Subscription Agreement (Forbes Energy Services Ltd.)

Optional Redemption. (A) The So long as no default or Event of Default has occurred, and no Change of Control has occurred, the Series B Preferred Shares may C Notes will be redeemed by redeemable at the Company, at its election, out of funds lawfully available therefor, 's option in whole or in part at any time in accordance with Article Seven of the Indenture. The Redemption Prices for the Series C Notes shall be one million two hundred twenty-five thousand Dollars ($1,250,000) and the Company shall pay accrued but unpaid interest as of the Redemption Date. The Series C Notes will be subject to redemption at the option of the Company or a successor corporation at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof and the Company shall pay accrued and unpaid interest to the redemption date if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of: (a) Bermuda or any political subdivision or governmental authority thereof or therein having power to tax, (b) any jurisdiction, other than the United States, the United Kingdom or Luxembourg, from or through which payment on the Series C Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such, or any political subdivision or governmental authority thereof or therein having the power to tax, or (c) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax, which becomes effective on or after the third anniversary of the Issuance Issue Date, provided that at the time written notice of redemption Company or a successor corporation is provided or would be required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the holders Series C Notes, and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company or the successor corporation. In the case of any partial redemption, selection of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% C Notes for redemption will be made in accordance with Article 7 of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingIndenture. On and after the Redemption Date specified in the Redemption Noticeredemption date, each holder of interest will cease to accrue on Series B Preferred Shares C Notes or portions thereof called for redemption as aforesaid, upon presentation and surrender at long as the place designated Company has deposited with the paying agent funds in such notice satisfaction of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for applicable redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited price pursuant to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesIndenture.

Appears in 2 contracts

Sources: Indenture (Flag Telecom Holdings LTD), Indenture (Flag Telecom Holdings LTD)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the Companyprovisions of this Seventh Supplemental Indenture, shall apply to the Notes. (b) At any time before the applicable Par Call Date for a series of Notes, such Notes shall be redeemable, in whole or in part, at its election, out of funds lawfully available thereforthe Company’s option, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided a Redemption Price equal to the holders greater of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120(i) 100% of the Series B Issue Price per share divided by the number aggregate principal amount of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall such Notes to be redeemed by or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a cash payment semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Series B Original Issue Treasury Rate plus 15 basis points, in the case of the 2025 Notes, or 20 basis points, in the case of the 2030 Notes, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes. (c) At any time on or after the applicable Par Call Date, Notes of the applicable series shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price per shareequal to 100% of the aggregate principal amount of the Notes to be redeemed, plus the cash amount of any accumulated accrued and unpaid dividends interest thereon to, but not including, the Redemption Date for such Notes. (the “d) On and after any Redemption Price”) Date for a series of Notes, interest will cease to the date accrue on which such Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for a series of Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, of such Notes to each record holder of any Series B Preferred Shares, at the address shown be redeemed on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the such Redemption Date, and (except if the place at which the shares to be redeemed Redemption Date shall be surrendered for the Redemption Pricean Interest Payment Date) accrued interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes of a series are to be redeemed, the number Notes of Series B Preferred Shares such series to be redeemed from each holder thereof under this Section 9 shall be selected in accordance with the greatest whole number generated by multiplying procedures of the total number Depositary; provided, however, that in no event shall Notes of Series B Preferred Shares held by such holder by a fraction, the numerator principal amount of which $2,000 or less be redeemed in part. (e) Notice of any redemption shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date specified in to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the place designated in time the notice is given. If the Redemption Price cannot be determined at the time such notice of the certificate or certificates representing the Series B Preferred Shares is to be redeemed given, the actual Redemption Price, calculated as described above in clause (b) or a properly executed affidavit (c) of lost securities)this Section 4.01, properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blankas applicable, shall be entitled set forth in an Officers’ Certificate delivered to receive the Trustee no later than two Business Days prior to the Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease to accruebecome due and payable on the relevant Redemption Date and at the applicable Redemption Price, such shares shall plus accrued and unpaid interest, if any, to, but not be deemed to be outstanding for any purposes whatsoeverincluding, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesDate.

Appears in 2 contracts

Sources: Seventh Supplemental Indenture (Hewlett Packard Enterprise Co), Seventh Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. (A) The Series B Preferred Shares Unless otherwise provided in the applicable Terms Supplement, the Administrator may be redeemed by the Company, at its electionoption redeem the outstanding Classes of REMIC Certificates of each Series (or, out in the case of funds lawfully available therefora Double-Tier Series, at the outstanding Lower-Tier Classes of any time Lower-Tier REMIC Pool) in whole, but not in part, upon not less than 30 or more than 60 days’ notice, on any Payment Date when the aggregate outstanding principal amount of such Classes, after the third anniversary of the Issuance giving effect to principal payments to be made on such Payment Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater would be less than 1201% of the Series B Issue Price per share divided aggregate original principal amount of such Classes. Any optional redemption shall be at a redemption price equal to 100% of the unpaid principal amount of the Classes redeemed, plus accrued and unpaid interest for the Accrual Period relating to the applicable Payment Date. In order to effect an optional redemption, the Administrator, on behalf of the Trustee, shall adopt a plan of complete liquidation meeting the requirements of a “qualified liquidation” under Section 860F(a)(4) of the Code. Pursuant to the plan, the Administrator shall liquidate all of the Assets and any other assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool) at fair market value as determined by the number Administrator, and apply the net proceeds of Common Shares issuable on conversion of each Series B Preferred Share under such liquidation (together with funds contributed by the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to Administrator if the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”net proceeds are insufficient) to the date on which the Company proposes to pay the Redemption Price (redemption price. Upon any redemption of Lower-Tier Classes in a Double-Tier Series, the “Redemption Date”)redemption price of the Lower-Tier Classes that constitute Mortgage Securities for the Upper-Tier REMIC Pool shall be applied as principal and interest on the outstanding Upper-Tier Classes, resulting in the retirement of those Classes. Before making Following any redemption, any remaining proceeds from the Company shall mail by certified or registered mail, return receipt requested, to each record holder liquidation of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified Assets in the Redemption NoticeREMIC Pool (or, each holder in the case of Series B Preferred Shares called for redemption as aforesaida Double-Tier Series, upon presentation and surrender at in the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securitiesapplicable Lower-Tier REMIC Pool), properly endorsed in blank for transfer or accompanied by proper instruments net of assignment in blankliquidation expenses, shall be entitled distributed pro rata to receive the Redemption Price thereofHolders of the related Residual Class upon surrender of their Certificates to the Administrator. From and after the Redemption Date specified in the Redemption NoticeUpon any redemption, unless default any outstanding MACR Classes shall be made by retired from the Company in payment proceeds of redemption of their related Regular Classes of REMIC Certificates. All decisions as to the Redemption Pricemaking of an optional redemption, all dividends on including the Series B Preferred Shares so called for redemption shall cease to accruetiming of any optional redemption, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to at the right receive payment of the Redemption PriceAdministrator’s sole discretion. In the event less than all of the shares represented by such certificate are redeemed, a new certificate The Administrator shall be issued representing the unredeemed sharesunder no obligation to any Holder to make or not make an optional redemption, even if it would be in such Holder’s interest.

Appears in 2 contracts

Sources: Multiclass Certificates Master Trust Agreement, Multiclass Certificates Master Trust Agreement

Optional Redemption. (a) At any time prior to (i) the Par Call Date (as defined below) in respect of a series of Fixed Rate Notes other than the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes and (ii) the Stated Maturity with respect to the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes, the Company may redeem Fixed Rate Notes of such series, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Fixed Rate Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on the Fixed Rate Notes to be redeemed from the Redemption Date to either (A) The Series B Preferred Shares may be the Par Call Date of such series of Fixed Rate Notes other than the 2-Year Fixed Rate Notes or the 3-Year Fixed Rate Notes or (B) the Stated Maturity in the case of the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes, in each case, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus the Make-Whole Basis Points applicable to such series of Fixed Rate Notes, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed by to but excluding the Company, at its election, out of funds lawfully available thereforRedemption Date (the "Fixed Rate Make Whole Redemption Price"). (b) Subject to the immediately following sentence, at any time on or after the third anniversary Par Call Date in respect of a series of Senior Notes, the Issuance DateCompany may redeem Senior Notes of such series, provided that in whole or in part, at the time written notice of a redemption is provided price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by principal amount of the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per shareSenior Notes being redeemed, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptioninterest accrued but not paid to, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeembut excluding, the Redemption PriceDate (such redemption, a "Par Call"). The 18-Month Floating Rate Notes, the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes shall not be subject to a Par Call. (c) In the event of a redemption where the Fixed Rate Make Whole Redemption Price is payable, the Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. (d) Notice of redemption shall be mailed or otherwise delivered in accordance with the applicable procedures of the Depository in accordance with Section 11.04 of the Base Indenture at least fifteen (15) but not more than sixty (60) days before the Redemption Date, and to each Holder of the place at which the shares Senior Notes to be redeemed shall be surrendered for the Redemption Priceredeemed. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Senior Notes then Outstanding of any series are to be redeemed, the number Trustee will select the particular Senior Notes or portions thereof in accordance with Section 11.03 of Series B Preferred Shares to be redeemed from each holder thereof under the Base Indenture. (e) For the purposes of this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fractionSection, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption terms below are defined as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.follows:

Appears in 2 contracts

Sources: Supplemental Indenture (Cigna Corp), Supplemental Indenture (Halfmoon Parent, Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Supplemental Indenture, at its electionshall apply to the Notes with respect to this Section 1.3. (b) Prior to their applicable Par Call Date, out the Notes of funds lawfully available thereforany series shall be redeemable, in whole at any time after or in part from time to time, at the third anniversary Company’s option. Upon redemption of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount Notes of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionseries, the Company shall mail by certified or registered mailpay an Optional Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes of such series to be redeemed, return receipt requestedand (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes of such series to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30‑day months) using a discount rate equal to the Treasury Rate plus 10 basis points in the case of the 2026 Notes, 15 basis points in the case of the 2030 Notes, 15 basis points in the case of the 2033 Notes and 15 basis points in the case of the 2043 Notes; plus, in each record holder case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date. On and after their applicable Par Call Date, the Notes of any Series B Preferred Sharesseries shall be redeemable, in whole at any time or in part from time to time, at the address shown Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date. The Company shall calculate the Optional Redemption Price. (c) Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to any Optional Redemption Date shall be payable on the Company’s recordsapplicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (d) On and after the applicable Optional Redemption Date for any series of the Notes, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that interest shall cease to accrue on such Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Optional Redemption Price and accrued and unpaid interest, if any. On or before the Business Day prior to redeemthe Optional Redemption Date for any Notes to be redeemed, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price, Price of such Notes on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued and unpaid interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes of any series are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder thereof under this Section 9 shall be selected, in the greatest whole number generated case of global securities, in accordance with applicable Depositary procedures and, in the case of definitive securities, in a manner the trustee deems fair and appropriate, unless otherwise required by multiplying law or applicable stock exchange requirements. (e) Notice of any optional redemption shall be transmitted at least 10 days but not more than 60 days before the total number applicable Optional Redemption Date to each Holder of Series B Preferred Shares held by the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such holder by notice (unless a fractionshorter notice shall be satisfactory to the Trustee). Any notice may, at the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the numerator notice shall state the nature of which such conditions precedent. Such notice shall be provided in accordance with Section 3.02 of the total number of Series B Preferred Shares Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be redeemed and given, the denominator of which shall be actual Optional Redemption Price applicable to the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified Notes that are being redeemed, calculated as described above in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed clause (or a properly executed affidavit of lost securitiesb), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled set forth in an Officers’ Certificate of the Company delivered to receive the Trustee no later than two (2) Business Days prior to the Optional Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited (subject to the right receive payment satisfaction or waiver of any applicable conditions precedent), on the Optional Redemption Date, become due and payable at the Optional Redemption Price. In , plus accrued and unpaid interest, if any, to, but excluding, the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesOptional Redemption Date.

Appears in 1 contract

Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may provisions of Article III of the Base Indenture, as amended by the provisions of this Third Supplemental Indenture, shall apply to the Notes. (b) The Notes shall be redeemable, in whole or in part, at the Company’s option at any time or from time to time, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes to be redeemed. (i) If the Company chooses to redeem any Notes before January 1, 2023, such Notes shall be redeemed at a redemption price equal to the greater of (i) 100% of the Principal Amount of the Notes to be redeemed on the Redemption Date, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed on the Redemption Date (not including any portion of any payments of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as determined by a Reference Treasury Dealer selected by the Company, plus 30 basis points, plus, in either case, accrued and unpaid interest on the Notes to, but not including, the Redemption Date. (ii) If the Company chooses to redeem any Notes on or after January 1, 2023, such Notes shall be redeemed at its election, out of funds lawfully available therefor, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of a redemption is provided price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by principal amount of the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall Notes to be redeemed by a cash payment equal to the Series B Original Issue Price per shareso redeemed, plus the cash amount of any accumulated accrued and unpaid dividends thereon interest on the principal amount being redeemed to, but not including, the Redemption Date. (c) On and after the Redemption Price”) Date for the Notes, interest will cease to accrue on the date on which Notes or any portion of the Notes called for redemption, unless the Company proposes to pay defaults in the payment of the redemption price and accrued interest. On or before the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified deposit with the Paying Agent (or registered mail, return receipt requested, the Trustee) money sufficient to each record holder pay the redemption price of any Series B Preferred Shares, at the address shown and accrued interest on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares Note to be redeemed shall be surrendered for the Redemption Priceon that date. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares Depositary shall select the Notes to be redeemed from each holder thereof under this Section 9 shall be by lot in accordance with its operational arrangements. If the greatest whole number generated by multiplying the total number of Series B Preferred Shares Notes are not Global Securities held by such holder by a fractionthe Depositary, the numerator of which shall be the total number of Series B Preferred Shares Notes to be redeemed and the denominator of which shall be selected by the total number Trustee by such method as the Trustee deems fair and appropriate; provided, however, that no Notes of Series B Preferred Shares then outstanding. On and after the Redemption Date specified a principal amount of $2,000 or less shall be redeemed in part. (d) Notice of redemption having been given as provided in the Redemption NoticeIndenture, each holder of Series B Preferred Shares the Notes called for redemption as aforesaidshall, upon presentation on the Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares redemption price, plus accrued and unpaid interest, if any, to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From Date, and from and after the such Redemption Date specified (unless the Company shall default in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Priceredemption price and accrued interest, all dividends on the Series B Preferred Shares so called for redemption if any) such Notes shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesbear interest.

Appears in 1 contract

Sources: Third Supplemental Indenture (Cytec Industries Inc/De/)

Optional Redemption. (Aa) The Series B Preferred Shares may On or after August 14, 2022, the Company shall be redeemed by the Company, entitled at its election, out of funds lawfully available therefor, at any time after the third anniversary option to redeem for cash all or a portion of the Issuance DateBonds, provided that at if the time written notice of redemption is provided to the holders closing sale price of the Series B Preferred Parent Shares the Common Shares have a Common Share Fair Market Value that is greater than 120has been at least 130% of the Series B Issue Exchange Price per share divided by then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the number last Trading Day of Common Shares issuable on conversion of each Series B Preferred Share under such period) ending on, and including, the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to Trading Day immediately preceding the date on which the Company proposes provides notice of such redemption pursuant to the Indenture. The redemption price for any redemption pursuant to this clause (a) will be equal to 100% of the principal amount of the Bonds to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case the Company will pay the Redemption Price full amount of accrued and unpaid interest to the Holder of record as of the close of business on such Regular Record Date, and the redemption price will be equal to 100% of the principal amount of the Bonds to be redeemed). (the “Redemption Date”). Before making any redemptionb) On or after August 14, 2023, the Company shall mail by certified be entitled at its option to redeem the Bonds, in whole or registered mail, return receipt requested, to each record holder of any Series B Preferred Sharesin part, at the address shown on redemption prices applicable to the Company’s recordsBonds (expressed as a percentage of principal amount of the Bonds to be redeemed) set forth below, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeemplus accrued and unpaid interest thereon to, but not including, the Redemption Price, Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case the Company will pay the full amount of accrued and unpaid interest to the Holder of record as of the close of business on such Regular Record Date, and the place at which the shares to redemption price will be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior equal to the redemption. (B) If less than all outstanding Series B Preferred Shares are applicable percentage of the principal amount of the Bonds to be redeemed, ) if redeemed during the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice twelve-month period beginning on August 14 of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From years indicated below: YearPercentage 2023 101.250% 2024 100.625% 2025 and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.thereafter 100.000% ​

Appears in 1 contract

Sources: Indenture (Transocean Ltd.)

Optional Redemption. (Aa) The Series B Preferred Shares Company may be redeemed by the Company, at its election, out of funds lawfully available therefor, at any time on or prior to [●], 2018, unconditionally redeem, in whole but not in part, the Notes at its option at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption. (b) At any time after [●], 20189, but on or prior to [●], 202110, the Company may redeem the Notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption. (c) At any time after [●], 202111, the Company shall have the option to redeem the Notes, in whole or in part, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon, to the applicable redemption date. (d) The Company may at any time redeem unconditionally, in whole but not in part, the Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the Tax Redemption Date and all Additional Amounts (as defined in Section 4.21 of the Indenture), if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company or any Guarantor determines, acting reasonably and in good faith, that it has become or would become obligated to pay any Additional Amounts in respect of the Notes as a result of a Change in Tax Law, and (ii) such 9 The six month anniversary of the Restructuring Effective Date. 10 The third anniversary of the Issuance Restructuring Effective Date. 11 The third anniversary of the Restructuring Effective Date. obligation cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it. Notwithstanding the foregoing, provided that at the time written no notice of redemption is provided of the Notes pursuant to this paragraph 5(d) may be given earlier than 60 days’ prior to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the earliest date on which the Company proposes could be obligated to pay such Additional Amounts if a payment in respect of the Redemption Price (Notes or the “Redemption Date”)Note Guarantees was then due. Before making Prior to giving notice of any such redemption, the Company shall mail deliver to the Trustee (y) an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that the obligation to pay Additional Amounts cannot be avoided by certified the Company or registered mail, return receipt requested, any such Guarantor taking reasonable measures available to each record holder it and (z) an Opinion of any Series B Preferred Shares, at Counsel of an independent legal counsel of internationally recognized standing qualified under the address shown on laws of the Company’s records, a written notice (Relevant Taxing Jurisdiction to the “Redemption Notice”) stating the number of Series B Preferred Shares effect that the Company proposes (as issuer), Guarantor or any successor entity has been or will become obligated to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemptionpay Additional Amounts as a result of a Change of Tax Law. (Be) If less than all outstanding Series B Preferred Shares are Any redemption pursuant to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default paragraph shall be made by pursuant to the Company in payment provisions of Section 3.01 through Section 3.06 of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesIndenture.

Appears in 1 contract

Sources: Indenture (CGG Marine B.V.)

Optional Redemption. At any time and from time to time prior to April 1, 2050 (A) The Series B Preferred Shares may be redeemed by the Company“par call date”), the Issuer will have the right, at its electionoption, out to redeem the Notes, in whole or in part, at a redemption price equal to the greater of funds lawfully available therefor(i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) on such notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the date of redemption) discounted to the date of redemption on a semi-annual basis at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the date of redemption. On or after the par call date, the Issuer will have the right, at its option, to redeem the Notes, in whole or in part, at any time after the third anniversary of the Issuance Dateand from time to time, provided that at the time written notice of a redemption is provided price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash principal amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are notes to be redeemed, plus accrued and unpaid interest, if any, on the number principal amount being redeemed to the date of Series B Preferred Shares redemption. “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes (assuming that the Notes matured on the par call date) that would be redeemed from each holder thereof under this Section 9 shall be utilized, at the greatest whole number generated by multiplying time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the total number remaining term of Series B Preferred Shares held by the Notes. “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such holder by a fractionredemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the numerator average of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Noticeall such quotations, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrueiii) if only one Reference Treasury Dealer Quotation is received, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesquotation.

Appears in 1 contract

Sources: Underwriting Agreement (Danaher Corp /De/)

Optional Redemption. (A) The Series B Preferred Shares Beginning on or after May 1, 2019, the Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary or from time to time prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price Notes (the “Redemption Date”). Before making If any redemptionor all of the Notes are redeemed on or after May 1, 2019 and before January 1, 2024, the Company shall mail redemption price will be equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, or (ii) as determined by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeemQuotation Agent, the Redemption Pricesum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid 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), at a rate equal to the sum of the Treasury Rate plus 10 basis points, plus, in either case, accrued interest thereon to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the place at which Redemption Date to the shares holder of record on the Regular Record Date. If any or all of the Notes are redeemed on or after January 1, 2024, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed shall be surrendered for plus accrued and unpaid interest to, but not including, the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by Date for such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingNotes. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoeverRedemption Date, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Priceaccrued and unpaid interest, if any, on such Notes. In the event If less than all of the shares represented by such certificate Notes are to be redeemed, a new certificate the Notes to be redeemed shall be issued representing selected in accordance with the unredeemed sharesprocedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be mailed (or otherwise electronically delivered) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 1 contract

Sources: Twelfth Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. (A) The Series B Preferred Shares Prior to the applicable Par Call Date, the Company may be redeemed by redeem the Company, Notes at its electionoption, out of funds lawfully available thereforin whole or in part, at any time after the third anniversary of the Issuance Dateand from time to time, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Redemption Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal to the date on which greater of: (a) the Company proposes (i) sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to pay the Redemption Price Date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, in the case of the 2028 Notes, and 25 basis points, in the case of the 2033 Notes less (ii) interest accrued to the applicable date of redemption (the “Redemption Date”), and (b) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. Before making any redemptionOn or after the applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will send by electronic delivery or mail by certified or registered mail, return receipt requested, to each record holder otherwise in accordance with the procedures of the Depositary notice of any Series B Preferred Shares, redemption at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed least 10 days but not more than 60 days nor less than 30 days before the applicable Redemption Date to each Holder of the Notes to be redeemed. Once the notice of redemption is sent, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest to the applicable Redemption Date, subject to any conditions precedent specified in such notice. If such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the redemption. (B) Business Day immediately preceding the relevant Redemption Date. The Company shall notify Holders of any such rescission as soon as practicable after we determine that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent. In addition, the Company may provide in such notice that payment of the applicable Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. In the case of a partial redemption of the Notes, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If less than all outstanding Series B Preferred Shares are any note is to be redeemed in part only, the notice of redemption that relates to the note will state the portion of the principal amount of the note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the name of the Holder of the note upon surrender for cancellation of the original note. For so long as the Notes are held by the Depositary (or another depositary), the number redemption of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 the Notes shall be done in accordance with the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed policies and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice procedures of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall depositary. The Notes will not be entitled to receive the Redemption Price thereofbenefit of any mandatory redemption or sinking fund. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by Unless the Company defaults in payment of the Redemption Price, all dividends on and after the Redemption Date interest will cease to accrue on the Series B Preferred Shares so Notes or portions thereof called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesredemption.

Appears in 1 contract

Sources: First Supplemental Indenture (Heico Corp)

Optional Redemption. Prior to March 15, 2029 (Athe “Par Call Date”) The Series B Preferred Shares the Issuer may be redeemed by the Companyredeem all or, from time to time, a part of this Note, at its election, out of funds lawfully available thereforoption, at any time a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued interest, if any, to the redemption date, plus the excess of: (a) as determined by the calculation agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed that would have been due if the Notes matured on the Par Call Date, excluding accrued and unpaid interest to, but not including, the date of redemption, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, plus 30 basis points; over (b) 100% of the principal amount of the Notes being redeemed. In addition, on or after the third anniversary Par Call Date this Note may be redeemed, in whole or in part, by the Issuer upon not less than 10 nor more than 60 days’ prior notice, at a redemption price of 100% of the Issuance Dateprincipal amount thereof, provided that plus accrued and unpaid interest, if any, to the date of redemption. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name this Note is registered at the time written close of business on such record date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the Trustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which such Notes are listed, and/or in compliance with the requirements of the DTC, or if such Notes are not listed, on a pro rata basis or by lot (and, in the case of Global Notes, in accordance with the applicable procedures of DTC), although no Note of $150,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, notice of redemption is provided relating to that Note will state the holders portion of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rateprincipal amount thereof to be redeemed. The Series B Preferred Shares shall be redeemed by a cash payment A new Note in principal amount equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated unredeemed portion thereof will be issued and unpaid dividends thereon (the “Redemption Price”) delivered to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionTrustee, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Noticecase of Definitive Notes, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at issued in the place designated in such notice name of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment Holder thereof upon cancellation of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesoriginal Note.

Appears in 1 contract

Sources: Indenture (Fresenius Medical Care AG & Co. KGaA)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary of the Issuance Date, provided that at the or from time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal time prior to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon Maturity (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (of such redemption, the “Redemption Date”). Before making any redemptionThe Redemption Price prior to February 12, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice 2051 (the “Redemption NoticeApplicable Par Call Date”) stating will be equal to the number greater of: (i) 100% of Series B Preferred Shares that the Company proposes aggregate principal amount of the Notes to redeembe redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments, discounted to the Redemption PriceDate on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date on or after the Applicable Par Call Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to Price will equal 100% of the redemption. (B) If less than all outstanding Series B Preferred Shares are aggregate principal amount of the Notes to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fractionplus accrued interest thereon to, but not including, the numerator Redemption Date. Notwithstanding the foregoing, installments of which shall interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the total number Interest Payment Date to the registered Holders as of Series B Preferred Shares the close of business on the relevant Regular Record Date according to be redeemed the Notes and the denominator Indenture, subject to the applicable procedures of which shall be the total number of Series B Preferred Shares then outstandingDepositary. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption PriceDate. In the event If less than all of the shares Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by such certificate are redeemedGlobal Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a new certificate principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be issued representing electronically delivered or mailed at least 10 days but, in each case, not more than 60 days before the unredeemed sharesRedemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given 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 Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to the applicable procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.

Appears in 1 contract

Sources: Seventeenth Supplemental Indenture (Intel Corp)

Optional Redemption. (A) The Series B Preferred Shares may At any time and from time to time prior to January 15, 2025, the Securities of this series shall be redeemed by redeemable, in whole or in part, at the Company's option, at its electiona Redemption Price equal to the greater of (i) 100% of the principal amount of such Securities to be redeemed, out or (ii) as determined by a Quotation Agent, the sum of funds lawfully available thereforthe present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), calculated as if the maturity date of the Securities were January 15, 2025, and discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 20 basis points; in each case, plus accrued and unpaid interest on such Securities to, but excluding, the Redemption Date. The Securities will be redeemable in whole or in part, at the Company's option, at any time and from time to time on or after the third anniversary of the Issuance DateJanuary 15, provided that 2025, at the time written notice of redemption is provided a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by principal amount of the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per shareSecurities being redeemed, plus the cash amount of any accumulated accrued and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptioninterest to, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Pricebut excluding, the Redemption Date, and . Notice of any such redemption shall be given by mail to Holders of the place at which the shares Securities to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed redeemed, not less than 30 days nor more than 60 days nor less than 30 days prior to the redemption. (B) If less than Redemption Date, all outstanding Series B Preferred Shares are to be redeemed, as provided in the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingIndenture. On and after the Redemption Date specified for the Securities or any portion thereof called for redemption, as applicable, interest shall cease to accrue on such Securities or any portion thereof called for redemption, unless the Company defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for such Securities or any portion thereof called for redemption, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Securities to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoeverRedemption Date, and (except if the rights of the holders thereof Redemption Date shall be solely limited to the right receive payment of the Redemption Pricean Interest Payment Date) accrued interest, if any. In the event If less than all of the shares represented Securities of this series are to be redeemed, the Depository shall select the Securities to be redeemed in accordance with its operational arrangements. If the Securities are not Global Notes held by the Depository, the Securities to be redeemed shall be selected by the Trustee by such certificate are redeemedmethod as the Trustee deems fair and appropriate; provided, however, that in no event shall Securities of a new certificate shall principal amount of $2,000 or less be issued representing the unredeemed sharesredeemed in part.

Appears in 1 contract

Sources: Indenture (Campbell Soup Co)

Optional Redemption. (Aa) The Unless otherwise provided in the applicable Indenture Supplement for a Series B Preferred Shares may be redeemed by or Class of Notes, the CompanyIssuer has the right, at its electionbut not the obligation, out to redeem a Series or Class of funds lawfully available therefor, at Notes in whole but not in part on any time Payment Date (a “Redemption Payment Date”) on or after the third anniversary Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the percentage of the Issuance Date, provided that at Initial Note Balance specified in the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon related Indenture Supplement (the “Redemption PricePercentage). If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the Issuer to notify the Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement. (b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation. (c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, by the Issuer, through a Permitted Refinancing or using the proceeds of issuance and sale of a new Series or Class of Notes issued hereunder, on any Business Day after the date on which the Company proposes related Revolving Period ends, and on any Business Day within ten (10) days prior to pay the end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days’ prior notice to the Indenture Trustee. Following issuance of the Redemption Price Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the applicable Redemption Amount on the date set for such redemption (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (Bd) If less than all outstanding The Issuer may redeem any Series B Preferred Shares are to be redeemedof Notes through a Permitted Refinancing or using the proceeds of the issuance and sale of a new Series of Notes issued hereunder, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date on any other Business Day specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesrelated Indenture Supplement.

Appears in 1 contract

Sources: Indenture (Home Loan Servicing Solutions, Ltd.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3. (b) Prior to their applicable Par Call Date, the Notes of any series shall be redeemable, in whole at any time or in part from time to time, at its electionthe Company’s option. Upon redemption of the Notes of any series, out the Company shall pay an Optional Redemption Price equal to the greater of: (i) 100% of funds lawfully available thereforthe principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Optional Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Bond Rate, plus 20 basis points, in the case of the 2025 Notes, 20 basis points, in the case of the 2028 Notes, 25 basis points, in the case of the 2031 Notes, 30 basis points, in the case of the 2039 Notes, and 35 basis points, in the case of the 2049 Notes; plus, in each case, in addition to such Optional Redemption Price, accrued and unpaid interest on the Notes being redeemed, if any, to, but excluding, the Optional Redemption Date. On and after the applicable Par Call Date, the Notes of each series shall be redeemable, in whole at any time or in part from time to time, at the Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date. (c) The Notes of any series shall also be redeemable, in whole, but not in part, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided Company’s option, at an Optional Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by principal amount of the number Notes, plus, accrued and unpaid interest and any Additional Amounts thereon, if the Company determines that (A) as a result of Common Shares issuable any change or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, which change or amendment is announced and becomes effective on conversion or after September 24, 2019, there is a material probability that the Company has or will become obligated to pay Additional Amounts of each Series B Preferred Share under such series or (B) on or after September 24, 2019, any change in the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed official application, enforcement or interpretation of those laws, treaties, regulations or rulings, including a holding by a cash payment equal court of competent jurisdiction in the United States or any other action, taken by any taxing authority or a court of competent jurisdiction in the United States, whether or not such action was taken or made with respect to the Series B Original Issue Price per shareCompany, plus results in a material probability that the cash amount Company has or will become obligated to pay Additional Amounts on any Notes of such series; provided that the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by use of reasonable measures available to the Company, not including substitution of the obligor under such Notes. Prior to the mailing of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any notice of such a redemption, the Company shall mail by certified or registered mail, return receipt requested, deliver to each record holder of any Series B Preferred Shares, at the address shown on the CompanyTrustee (1) an Officer’s records, a written notice (the “Redemption Notice”) Certificate stating the number of Series B Preferred Shares that the Company proposes is entitled to redeemeffect such a redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (2) an Opinion of Counsel to such effect based on such statement of facts. (d) Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (e) On and after the applicable Optional Redemption Date for any series of Notes, interest shall cease to accrue on the Notes to be redeemed or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest and Additional Amounts, if any. No later than 10:00 a.m. London time on the Business Day prior to the Optional Redemption Date for any Notes to be redeemed, the Company shall deposit with the Trustee or Paying Agent, funds sufficient to pay the Optional Redemption Price, Price of such Notes on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued and unpaid interest and Additional Amounts, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of a series of Notes are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder thereof under this Section 9 shall be selected, in the greatest whole number generated case of global securities, in accordance with applicable Depositary procedures and, in the case of definitive securities in a manner the trustee deems fair and appropriate, unless otherwise required by multiplying law or applicable stock exchange requirements. (f) Notice of any optional redemption shall be transmitted at least 15 days but not more than 60 days before the total number applicable Optional Redemption Date to each Holder of Series B Preferred Shares held by the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such holder by notice (unless a fractionshorter notice shall be satisfactory to the Trustee). Any notice may, at the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the numerator notice shall state the nature of which such condition precedent. Such notice shall be provided in accordance with Section 3.02 of the total number of Series B Preferred Shares Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be redeemed and given, the denominator of which shall be actual Optional Redemption Price applicable to the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified Notes that are being redeemed, calculated as described above in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed clause (or a properly executed affidavit of lost securitiesb), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled set forth in an Officers’ Certificate of the Company delivered to receive the Trustee no later than two (2) Business Days prior to the Optional Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited (subject to the right receive payment satisfaction or waiver of any applicable condition precedent), on the Optional Redemption Date, become due and payable at the Optional Redemption Price. In , plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesOptional Redemption Date.

Appears in 1 contract

Sources: Eighteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article 11 of the Base Indenture, as supplemented by the Companyprovisions of this First Supplemental Indenture, shall apply to the Notes. (b) At any time and from time to time to January 15, 2026, the Notes shall be redeemable as a whole or in part in integral multiples of $1,000 principal amount, at its election, out of funds lawfully available thereforthe Company’s option (an “Optional Redemption”), at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided a Redemption Price equal to the holders greater of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120(i) 100% of the Series B Issue Price per share divided by principal amount of the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall Notes to be redeemed by a cash payment equal to and (ii) the Series B Original Issue Price per share, plus sum of the cash amount present values of any accumulated the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes of redemption) discounted to pay the Redemption Price Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the “Redemption Date”). Before making Treasury Rate plus 45 basis points, plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. (c) At any redemptiontime and from time to time on or after January 15, 2026, the Company shall mail by certified may redeem the Notes as a whole or registered mail, return receipt requested, to each record holder of any Series B Preferred Sharesin part, at the address shown Company’s option (a “Special Redemption”), at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed, plus in each case accrued and unpaid interest thereon to, but not including, the date of redemption. (d) Further installments of interest on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares Notes to be redeemed that are due and payable on the Interest Payment Dates falling on or prior to the Redemption Date shall be surrendered for payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture. (e) Notice of any Optional Redemption Price. The or Special Redemption Notice must under this Section 3.05 will be mailed at least 30 days but not more than 60 days nor less before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that notice of any Optional Redemption or Special Redemption may be mailed more than 30 60 days prior to the redemption. (B) Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of Notes. If less fewer than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder thereof under this Section 9 shall be selected by the greatest whole number generated Trustee by multiplying lot or any other such method as the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares Trustee deems to be redeemed fair and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed appropriate. (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by f) Unless the Company defaults in payment of the Redemption Price, all dividends on and after the Redemption Date, interest will cease to accrue on the Series B Preferred Shares so Notes or portions thereof called for redemption shall cease to accrueOptional Redemption or Special Redemption, such shares shall not be deemed to be outstanding for any purposes whatsoeveras the case my be, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesunder this Section 3.05.

Appears in 1 contract

Sources: First Supplemental Indenture (Hanover Insurance Group, Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article 11 of the Base Indenture, as amended by the Companyprovisions of this First Supplemental Indenture, shall apply to the Notes. (b) At any time and from time to time, the Notes shall be redeemable, as a whole or in part, at its electionthe Company’s option, out on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of funds lawfully available thereforeach Holder of the Notes to be redeemed, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided a Redemption Price equal to the holders greater of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120(i) 100% of the Series B Issue Price per share divided Principal Amount of the Notes to be redeemed, or (ii) as determined by the number Quotation Agent, the sum of Common Shares issuable on conversion the present values of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Series B Original Issue Price per shareRedemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus the cash amount of any accumulated 75 basis points, plus, in either case, accrued and unpaid dividends thereon interest to, but not including, the Redemption Date for the Notes. (c) On and after the Redemption Price”) Date for the Notes, interest will cease to accrue on the date on which Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price (of the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, Notes to each record holder of any Series B Preferred Shares, at the address shown be redeemed on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and (except if the place at which the shares to be redeemed Redemption Date shall be surrendered for the Redemption Pricean Interest Payment Date) accrued interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed, the Depositary shall select the Notes to be redeemed from each holder thereof under this Section 9 shall be in accordance with its operational arrangements. If the greatest whole number generated by multiplying the total number of Series B Preferred Shares Notes are not Global Notes held by such holder by a fractionthe Depositary, the numerator of which shall be the total number of Series B Preferred Shares Notes to be redeemed and the denominator of which shall be selected by the total number Trustee by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of Series B Preferred Shares then outstanding. On and after a principal amount of $2,000 or less be redeemed in part. (d) Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date specified in the Redemption Notice, to each holder of Series B Preferred Shares the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption as aforesaidshall, upon presentation on the Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares Redemption Price, plus accrued and unpaid interest, if any, to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From Date, and from and after the such Redemption Date specified (unless the Company shall default in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends on the Series B Preferred Shares so called for redemption if any) such Notes shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesbear interest.

Appears in 1 contract

Sources: First Supplemental Indenture (Lubrizol Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed by the CompanyCompany may, at its electionoption, out redeem the Notes, in whole but not in part, following the occurrence and during the continuance of funds lawfully available therefora Tax Event, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, principal amount thereof plus the cash amount of any accumulated accrued and unpaid dividends interest thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionto, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Pricebut excluding, the Redemption Date; provided, and that, in order to make such election, the place at which the shares to be redeemed shall be surrendered for Company must deliver a notice of redemption specifying the Redemption Price. The Redemption Notice Date, which must be mailed within 90 days after the occurrence of a Tax Event with respect to the Notes (any such redemption, a “Tax Event Redemption”). (b) The Company may, at its option, redeem the Notes, in whole but not more than 60 in part, following the occurrence and during the continuance of a Rating Agency Event, at a Redemption Price equal to 102% of the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, that, in order to make such election, the Company must deliver a notice of redemption specifying the Redemption Date, which must be within 90 days nor less than 30 after the occurrence of a Rating Agency Event with respect to the Notes (any such redemption, a “Rating Agency Event Redemption” and, together with any Tax Event Redemption, a “Special Event Redemption”). (c) The Company may, at its option, redeem the Notes, in whole or in part, (i) on any day in the period commencing on the date falling 90 days prior to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Date, in each case, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to, but not including, the Redemption Date (any such redemption, a “Simple Redemption” and, together with any Special Event Redemption, an “Optional Redemption”). (Bd) If less than all outstanding Series B Preferred Shares are Notwithstanding anything to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under contrary in this Section 9 shall 16.01, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date for the Notes will be payable on that Interest Payment Date to the greatest whole number generated by multiplying registered Holders thereof as of the total number close of Series B Preferred Shares held by such holder by a fractionbusiness on the Regular Record Date according to the terms of the Notes and this Indenture, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after except that, if the Redemption Date specified in for any Note falls on any day during an Optional Deferral Period, accrued and unpaid interest (including, to the extent permitted by applicable law, any Compound Interest) on such Note will be paid on such Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at Date to the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be persons entitled to receive the Redemption Price thereofof such Note. From and For the avoidance of doubt, the Interest Payment Date falling immediately after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment last day of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares an Optional Deferral Period shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by fall on a day during such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesOptional Deferral Period.

Appears in 1 contract

Sources: Indenture (TXNM Energy Inc)

Optional Redemption. (A1) The Series B Preferred Shares may On any Business Day during a Daily Rate Period or a Weekly Rate Period for Bonds of any Series, and on the day after the last day of any such Rate Period, such Bonds shall be redeemed subject to redemption by the CompanyIssuer, at its electionthe written direction of the Borrower to the Issuer and the Trustee, out in whole or in part, at 100% of funds lawfully available therefortheir principal amount, plus accrued interest, if any, to the redemption date. (2) On the day succeeding the last day of any Flexible Segment with respect to Bonds of any Series, such Bonds shall be subject to redemption by the Issuer, at the written direction of the Borrower to the Issuer and the Trustee, in whole or in part, at 100% of their principal amount, plus accrued interest, if any, to the redemption date. (3) During any Term Rate Period for Bonds of any Series, such Bonds shall be subject to redemption by the Issuer, at the written direction of the Borrower to the Issuer and the Trustee, in whole at any time or in part from time to time on any date (i) after the third anniversary ten years, at a redemption price of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120101% of the Series B Issue Price per share divided principal amount thereof, plus accrued interest, and (ii) after eleven years, at a redemption price of 100% of the principal amount thereof, plus accrued interest. With respect to any Term Rate Period, the Borrower may specify in its notice of adjustment to or continuation of a Term Rate Period redemption prices and periods other than those set forth above for Bonds in such Rate Period not then called for redemption; provided, however, that such notice shall be accompanied by an opinion of Bond Counsel to the effect that such changes in redemption prices and periods (i) are authorized or permitted by the number Act and this Indenture, and (ii) will not adversely affect the Tax-Exempt status of Common Shares issuable the Bonds. (4) During any Auction Rate Period for Bonds of any Series, such Bonds shall be subject to redemption by the Issuer on conversion the day following the last day of each Series B Preferred Share under the applicable Conversion Rate. Auction Rate Period then in effect, at the written direction of the Borrower to the Issuer and the Trustee, in whole or in part, at 100% of their principal amount, plus accrued interest, if any, to the redemption date. (5) The Series B Preferred Shares Bonds shall be redeemed by in whole at any time at a cash payment redemption price equal to 100% of the Series B Original Issue Price per shareprincipal amount thereof plus accrued interest, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) if any, to the redemption date on which upon receipt by the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder Trustee of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice from the Borrower stating that any of the following events has occurred and that it therefore intends to exercise its option to prepay the payments due under the Agreement in whole pursuant to Section 7.1 of the Agreement and thereby effect the redemption of the Bonds in whole: (a) all or substantially all of the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed Project shall be surrendered for damaged or destroyed and it is not practicable or desirable to rebuild, repair and restore the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption.Project; (Bb) If less than all outstanding Series B Preferred Shares are to be redeemed, or substantially all of the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 Project shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by condemned or such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate use or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders control thereof shall be solely limited taken by eminent domain so as to render the Project unsatisfactory for continued operation; (c) unreasonable burdens or excessive liabilities shall be imposed upon the Issuer or the Borrower with respect to the right receive payment Project or the operation thereof; (d) changes that cannot reasonably be controlled or overcome in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Redemption Price. In Project for the event less than purposes contemplated by the Agreement shall have occurred or technological changes that cannot reasonably be overcome shall have occurred which, in the judgment of the Borrower, render the continued operation of the Project uneconomic; or (e) legal curtailment of the use and occupancy of all or substantially all of the shares represented by such certificate are redeemedProject for any reason, which curtailment shall prevent the carrying on of normal operations at the Project for a new certificate shall be issued representing the unredeemed sharesperiod of three consecutive months.

Appears in 1 contract

Sources: Indenture of Trust (Southwest Gas Corp)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary of the Issuance Date, provided that at the or from time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal time prior to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon Maturity (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (of such redemption, the “Redemption Date”). Before making any redemptionThe Redemption Price prior will be equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or (ii) the sum, as determined by the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown Independent Investment Banker based on the Company’s recordsReference Treasury Dealer Quotations, a written notice (of the “Redemption Notice”) stating present values of the number of Series B Preferred Shares that the Company proposes Remaining Scheduled Payments, discounted to redeem, the Redemption PriceDate on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 5 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior Indenture, subject to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, applicable procedures of the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingDepositary. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption PriceDate. In the event If less than all of the shares Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by such certificate are redeemedGlobal Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a new certificate principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be issued representing electronically delivered or mailed at least 15 days but not more than 60 days before the unredeemed sharesRedemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price.

Appears in 1 contract

Sources: Ninth Supplemental Indenture (Intel Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may Prior to the applicable Par Call Date (as defined below), the 2030 Notes and the 2033 Notes shall be redeemable, in each case, in whole or in part, at the option of the Company at any time and from time to time, at a redemption price equal to the greater of: (1) 100% of the principal amount of the Notes of such series to be redeemed, and (2) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the Notes of such series to be redeemed by (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below) plus 30 basis points, in the case of the 2030 Notes, and 35 basis points, in the case of the 2033 Notes, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the date of redemption. On or after the applicable Par Call Date, the 2030 Notes and the 2033 Notes shall be redeemable, in whole or in part, at the option of the Company, at its election, out of funds lawfully available thereforany time and from time to time, at any time after the third anniversary a redemption price equal to 100% of the Issuance Dateprincipal amount of the Notes of such series to be redeemed, provided that at plus accrued and unpaid interest on the time written principal amount being redeemed to, but excluding, the date of redemption. In addition to complying with the provisions of Section 12.02 under the Base Indenture, any notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Sharesmay, at the address shown on the Company’s recordsdiscretion, a written be subject to the satisfaction or waiver of one or more conditions precedent and such notice (shall state the “Redemption Notice”) stating the number nature of Series B Preferred Shares such conditions precedent and, if applicable, state that the Company proposes to redeemredemption date may be delayed until the conditions are satisfied or that, if the Redemption Priceconditions are not satisfied, the Redemption Date, such redemption may not occur and the place at which the shares to notice may be redeemed shall be surrendered for the Redemption Pricerescinded. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes of a series are to be redeemed, the number Notes of Series B Preferred Shares such series shall be selected by the Trustee or Paying Agent by such method the Trustee deems to be redeemed from each holder thereof under this Section 9 shall be fair and appropriate in accordance with applicable Depositary procedures. Unless the greatest whole number generated by multiplying Company defaults in the total number payment of Series B Preferred Shares held by such holder by a fractionthe redemption price, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On on and after the Redemption Date redemption date, interest shall cease to accrue on the series of Notes or portions thereof called for redemption, subject to the satisfaction or waiver of any conditions precedent specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such related notice of redemption. The Company’s actions and determinations in determining the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, redemption price shall be entitled to receive conclusive and binding for all purposes, absent manifest error. (b) For purposes of this Section 4.01, the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate following definitions are redeemed, a new certificate shall be issued representing the unredeemed shares.applicable:

Appears in 1 contract

Sources: Second Supplemental Indenture (Warner Bros. Discovery, Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares Prior to November 15, 2029 (one month prior to their maturity date) (the “Par Call Date”), the Company may be redeemed by redeem the Company, Notes at its election, out of funds lawfully available thereforoption, at any time after the third anniversary in whole or from time to time in part, at a redemption price (expressed as a percentage of the Issuance Date, provided that at the time written notice of redemption is provided principal amount and rounded to three decimal places) equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: (i) 100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash principal amount of any accumulated the Notes to be redeemed; and (ii) (a) the sum of the present values of the remaining scheduled payments of principal and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown interest on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are Notes to be redeemed, in each case, discounted to the number redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of Series B Preferred Shares twelve 30-day months) at the Treasury Rate plus 15 basis points, less (b) interest accrued thereon to the date of redemption, plus, in either case for clause (i) or (ii) above, accrued and unpaid interest thereon to, but not including, the redemption date. (b) At any time on or after the Par Call Date, the Notes shall be redeemable as a whole or in part, at any time from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed from each holder thereof under this Section 9 shall be plus accrued and unpaid interest on the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares Notes to be redeemed to, but not including, the date of redemption (c) The Company’s actions and determinations in determining the denominator of which redemption price shall be the total number of Series B Preferred Shares then outstanding. On conclusive and after the Redemption Date specified in the Redemption Noticebinding for all purposes, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice absent manifest error. (d) The calculation or determination of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default redemption price shall be made by the Company or on its behalf by such person as the Company shall designate. For the avoidance of doubt, the calculation or determination of the redemption price shall not be the obligation or responsibility of the Trustee or Paying Agent. (e) Unless the Company defaults in the payment of the Redemption Priceredemption price, all dividends interest will cease to accrue on the Series B Preferred Shares so any Notes that have been called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and at the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesredemption rate.

Appears in 1 contract

Sources: Supplemental Indenture (Nordson Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed Article III of the Base Indenture is hereby supplemented by the Companyprovisions of this First Supplemental Indenture which shall apply to the Notes. (b) Prior to February 28, 2029, the Company may redeem the Notes in whole at any time or in part from time to time, at its electionoption, out of funds lawfully available therefor, on at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed least 15 but not more than 60 days nor less prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the present value of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. On or after February 28, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, on at least 15 but not more than 30 60 days prior notice, at a redemption price equal to 100% of the redemptionprincipal amount of the Notes being redeemed, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. (Bc) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding. (d) The Trustee shall have no obligation to calculate or verify the calculation of the present value of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations. (e) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemedredeemed at any time, the number Trustee will select the Notes for redemption in compliance with the requirements of Series B Preferred Shares the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, on a pro rata basis or by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part. (f) Notices of redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 15 but (except as set forth in clause (g)) not more than 60 days before the redemption date to each holder of Notes to be redeemed from each holder thereof under at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article VIII of this Section 9 First Supplemental Indenture. (g) Notices of redemption may, at the Company’s discretion, be conditioned on the satisfaction of one or more conditions, including, but not limited to, the consummation of an acquisition or financing transaction or equity offering. In addition, if such redemption is subject to satisfaction of one or more conditions, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the greatest whole number generated event that any or all such conditions shall not have been satisfied by multiplying the total number of Series B Preferred Shares held redemption date, or by such holder by a fractionthe redemption date so delayed. In addition, the numerator Company may provide in such notice that payment of which shall the redemption price and performance of the Company’s obligations with respect to such redemption may be the total number of Series B Preferred Shares performed by another Person. (h) If any Note is to be redeemed and in part only, the denominator notice of which shall redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the total number unredeemed portion of Series B Preferred Shares then outstandingthe original Note will be issued in the name of the holder of Notes upon cancellation of the original Note if such Notes are held in physical form. Notes called for redemption become due on the date fixed for redemption. On and after the Redemption Date specified redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption. (i) The Company and its affiliates may at any time and from time to time purchase Notes in the Redemption Noticeopen market, each holder of Series B Preferred Shares called for redemption as aforesaidby tender offer, upon presentation and surrender at the place designated in such notice of the certificate negotiated transactions or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesotherwise.

Appears in 1 contract

Sources: First Supplemental Indenture (CNO Financial Group, Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed by Prior to August 1, 2020, the Company2020 Notes are redeemable, at its election, out the option of funds lawfully available thereforthe Partnership, at any time after the third anniversary of the Issuance Datein whole, provided that or from time to time in part, at the time written notice of redemption is provided a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: (i) 100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash principal amount of any accumulated the 2020 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and unpaid dividends thereon interest (at the “Redemption Price”) to rate in effect on the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number calculation of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price) on the 2020 Notes to be redeemed that would be due after the related Redemption Date but for such redemption (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 30 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the place Redemption Date. At any time on or after August 1, 2020, the 2020 Notes are redeemable, at which the shares option of the Partnership, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the 2020 Notes to be redeemed shall be surrendered for plus accrued and unpaid interest to, but excluding, the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemptionDate. (Bb) If less than all outstanding Series B Preferred Shares Prior to November 1, 2023, the 2024 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the 2024 Notes to be redeemed, ; or (ii) the number sum of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying present values of the total number remaining scheduled payments of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed principal and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender interest (at the place designated rate in such notice effect on the date of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment calculation of the Redemption Price, all dividends ) on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed 2024 Notes to be outstanding redeemed that would be due after the related Redemption Date but for such redemption (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 35 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Date. At any purposes whatsoevertime on or after November 1, and 2023, the rights 2024 Notes are redeemable, at the option of the holders thereof shall Partnership, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the 2024 Notes to be solely limited redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. (c) Prior to April 1, 2043, the 2043 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the right receive payment greater of: (i) 100% of the principal amount of the 2043 Notes to be redeemed; or (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 2043 Notes to be redeemed that would be due after the related Redemption Date but for such redemption (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 37.5 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Date. In At any time on or after April 1, 2043, the event less than all 2043 Notes are redeemable, at the option of the shares represented by such certificate are redeemedPartnership, in whole or in part, at a new certificate Redemption Price equal to 100% of the principal amount of the 2043 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. (d) The actual Redemption Price, determined as provided in Sections 4.1(a), 4.1(b) and 4.1(c), shall be issued representing calculated and certified to the unredeemed sharesTrustee and the Partnership by the Independent Investment Banker. (e) The Partnership shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof.

Appears in 1 contract

Sources: Thirteenth Supplemental Indenture (Energy Transfer Partners, L.P.)

Optional Redemption. (A) The So long as full cumulative dividends on all outstanding shares of Series B A Preferred Shares may be redeemed by the Company, at its election, out of funds lawfully available therefor, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable Stock for all dividend periods ending on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) or prior to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called fixed for redemption shall cease have been paid or declared and set apart for payment and subject to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, applicable requirements of Texas law and the rights of the holders thereof of any shares of any other series of Preferred Stock (or any similar stock) of the Company, the Company shall be solely limited have the option to redeem the whole or any part of the Series A Preferred Stock at any time on at least 30 days notice in accordance with the provisions of the procedures for redemptions set forth in the TBCA at a redemption price equal to the right receive payment greater of (a) $200 and (b), subject to the provision for adjustment hereinafter set forth, 200 times the "current per share market price" of the Redemption PriceCommon Stock on the date of mailing of the notice of redemption, together with unpaid accumulated dividends to the date of such redemption. In the event less than all the Company shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were otherwise entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. The "current per share market price" on any date shall be deemed to be the average of the shares represented closing price per share of such Common Stock for the 10 consecutive "trading days" (as such term is hereinafter defined) immediately prior to such date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such certificate are redeemedother system then in use or, if on any such date the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of the Company. If on such date no such market maker is making a market in the Common Stock, the fair value of the Common Stock on such date as determined in good faith by the Board of Directors of the Company shall be used. The term "trading day" shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business or, if the Common Stock is not listed or admitted to trading on any national securities exchange, a new certificate shall be issued representing Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the unredeemed sharesState of New York are not authorized or obligated by law or executive order to close.

Appears in 1 contract

Sources: Rights Agreement (Lone Star Energy Plant Operations Inc)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the Companyprovisions of this Supplemental Indenture, shall apply to the Notes. (b) At any time and from time to time, the Notes of any series shall be redeemable, as a whole or in part, at its election, out of funds lawfully available therefor, the Company’s option. The Redemption Price for (x) the 2020 Notes and the 2022 Notes at any time after prior to their Stated Maturity and (y) the third anniversary of 2025 Notes and the Issuance 2045 Notes prior to the Applicable Par Call Date, provided that at will equal the time written notice greater of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120(i) 100% of the Series B Issue Price per share divided aggregate principal amount of the Notes to be redeemed or (ii) the sum, as determined by the number Independent Investment Banker based on the Reference Treasury Dealer Quotations, of Common Shares issuable the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on conversion a semi-annual basis (assuming a 360-day year consisting of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by twelve 30-day months) using a cash payment discount rate equal to the Series B Original Issue Treasury Rate plus 15 basis points, in the case of the 2020 Notes, 20 basis points, in the case of the 2022 Notes, 25 basis points in the case of the 2025 Notes and 30 basis points, in the case of the 2045 Notes, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes. On or after the Applicable Par Call Date for the 2025 Notes and the 2045 Notes, the Redemption Price per sharewill equal 100% of the aggregate principal amount of the 2025 Notes or the 2045 Notes, as the case may be, to be redeemed, plus the cash amount of any accumulated accrued and unpaid dividends interest thereon to, but not including, the Redemption Date for such Notes. (c) On and after the Redemption Price”) Date for a series of Notes, interest will cease to the date accrue on which such Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price (of the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, Notes to each record holder of any Series B Preferred Shares, at the address shown be redeemed on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes of a series are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. The Company need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof under for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption in whole or in part. (d) Notice of any redemption pursuant to this Section 9 4.01 shall be electronically delivered or mailed at least 30 days (in the greatest whole number generated by multiplying case of any redemption 2020 Notes or 2022 Notes prior to their Stated Maturity or any redemption of 2025 Notes or 2045 Notes with a Redemption Date prior to the total number Applicable Par Call Date) or 15 days (in the case of Series B Preferred Shares held by any redemption of 2025 Notes or 2045 Notes with a Redemption Date on or after the Applicable Par Call Dates for such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after Notes) but in each case not more than 60 days before the Redemption Date specified in to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the place designated in time the notice is given. If the Redemption Price cannot be determined at the time such notice of the certificate or certificates representing the Series B Preferred Shares is to be redeemed given, the actual Redemption Price, calculated as described above in clause (or a properly executed affidavit of lost securitiesb), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled set forth in an Officer’s Certificate delivered to receive the Trustee no later than two Business Days prior to the Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, become due and the rights of the holders thereof shall be solely limited to the right receive payment of payable on the Redemption Date and at the applicable Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Intel Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article Three of the Base Indenture, as amended by the Companyprovisions of this Second Supplemental Indenture, at its election, out of funds lawfully available therefor, shall apply to the Notes with respect to this Section 1.03. (b) The Notes shall be redeemable in whole or in part at any time after the third anniversary of the Issuance Dateprior to April 15, provided that 2021 at the time written notice of Company’s option. Upon redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) Notes pursuant to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”this Section 1.03(b). Before making any redemption, the Company shall mail by certified pay an Optional Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 20 basis points, plus, in addition to such Optional Redemption Price, in each case, accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, as such at the address shown close of business on the applicable record date pursuant to the Notes and the Indenture. (c) The Notes shall be redeemable in whole or in part at any time on or after April 15, 2021 and prior to their maturity date at the Company’s recordsoption. Upon redemption of the Notes pursuant to this Section 1.03(c), a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes shall pay an Optional Redemption Price equal to redeem100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Optional Redemption PriceDate. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture. (d) On and after the Optional Redemption Date for the Notes, interest shall cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued and unpaid interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares to Notes shall be redeemed from each holder thereof under this in accordance with Section 9 3.02 of the Base Indenture. (e) Notice of any optional redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Optional Redemption Date specified in the Redemption Notice, to each holder of Series B Preferred Shares the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall be provided in accordance with Section 3.02 of the Base Indenture; provided that, in lieu of mailing, notices may be electronically delivered to Holders of the Notes at their last electronic mailing addresses as they shall appear upon the Security Register. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption as aforesaidshall, upon presentation on the Optional Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Optional Redemption Price, all dividends on and accrued and unpaid interest, if any, to, but excluding, the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Optional Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesDate.

Appears in 1 contract

Sources: Second Supplemental Indenture (NetApp, Inc.)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary of the Issuance Date, provided that at the or from time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal time prior to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon Maturity (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (of such redemption, the “Redemption Date”). Before making any redemptionThe Redemption Price prior to February 12, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice 2061 (the “Redemption NoticeApplicable Par Call Date”) stating will be equal to the number greater of: (i) 100% of Series B Preferred Shares that the Company proposes aggregate principal amount of the Notes to redeembe redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments, discounted to the Redemption PriceDate on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date on or after the Applicable Par Call Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to Price will equal 100% of the redemption. (B) If less than all outstanding Series B Preferred Shares are aggregate principal amount of the Notes to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fractionplus accrued interest thereon to, but not including, the numerator Redemption Date. Notwithstanding the foregoing, installments of which shall interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the total number Interest Payment Date to the registered Holders as of Series B Preferred Shares the close of business on the relevant Regular Record Date according to be redeemed the Notes and the denominator Indenture, subject to the applicable procedures of which shall be the total number of Series B Preferred Shares then outstandingDepositary. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption PriceDate. In the event If less than all of the shares Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by such certificate are redeemedGlobal Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a new certificate principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be issued representing electronically delivered or mailed at least 10 days but, in each case, not more than 60 days before the unredeemed sharesRedemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given 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 Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to the applicable procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.

Appears in 1 contract

Sources: Seventeenth Supplemental Indenture (Intel Corp)

Optional Redemption. (A) The Series B Preferred Shares Beginning on or after December 1, 2018, the Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after or from time to time prior to maturity on at least 10 days, but not more than 60 days, prior notice mailed to the third anniversary registered address of each Holder of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price Notes (the “Redemption Date”). Before making If any redemptionor all of the Notes are redeemed on or after December 1, 2018 and before April 21, 2021, the Company shall mail redemption price will be equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, or (ii) as determined by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeemQuotation Agent, the Redemption Pricesum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid 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), at a rate equal to the sum of the Treasury Rate plus 10 basis points, plus, in either case, accrued interest thereon to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the place at which Redemption Date to the shares holder of record on the Regular Record Date. If any or all of the Notes are redeemed on or after April 21, 2021, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed shall be surrendered for plus accrued and unpaid interest to, but not including, the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by Date for such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingNotes. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoeverRedemption Date, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Priceaccrued and unpaid interest, if any, on such Notes. In the event If less than all of the shares represented by such certificate Notes are to be redeemed, a new certificate the Notes to be redeemed shall be issued representing selected in accordance with the unredeemed sharesprocedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 1 contract

Sources: Eleventh Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed by At any time before ninety (90) days prior to the CompanyMaturity Date, the Company shall have the right to redeem the Notes at its electionoption and in its sole discretion, out of funds lawfully available therefor, at any in whole or from time after the third anniversary of the Issuance Date, provided that at the to time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Ratein part. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon redemption price (the “Redemption Price”) will equal the greater of (i) 100% of the principal amount of the Notes to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionbe redeemed plus unpaid interest, the Company shall mail by certified or registered mailif any, return receipt requestedaccrued thereon to, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Pricebut excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption) and the place at which Redemption Price shall be equal to 100% of the shares principal amount of the Notes to be redeemed shall be surrendered for or (ii) as determined by the 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 as of the Redemption PriceDate) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 45 basis points (0.45% or forty-five one-hundredths of one percent), plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. The Redemption Notice must be mailed not more than 60 days nor less than 30 Notwithstanding the foregoing, if the Notes are redeemed on or after ninety (90) days prior to the redemptionMaturity Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (Bb) If less than all outstanding Series B Preferred Shares are The Company shall not redeem the Notes pursuant to be redeemedSection 4.1(a) on any date if the principal amount of the Notes has been accelerated, the number of Series B Preferred Shares and such an acceleration has not been rescinded or cured on or prior to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified date (except in the Redemption Notice, each holder case of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or an acceleration resulting from a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in the payment of the Redemption Price, all dividends on Price with respect to the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed Notes to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares).

Appears in 1 contract

Sources: Supplemental Indenture (BioMed Realty L P)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Fourth Supplemental Indenture, at its election, out of funds lawfully available therefor, shall apply to the Notes with respect to this Section 1.3. (b) The Notes shall be redeemable in whole at any time after or in part from time to time, at the third anniversary Company’s option. Upon redemption of the Issuance DateNotes prior to October 15, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption2029, the Company shall mail by certified pay an Optional Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 20 basis points, plus, in addition to such Optional Redemption Price accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Upon redemption of the Notes on or after October 15, 2029, the Company shall pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, as such at the address shown close of business on the Company’s recordsapplicable record date pursuant to the Notes and the Indenture. (c) On and after the Optional Redemption Date for the Notes, a written notice (interest shall cease to accrue on the “Redemption Notice”) stating the number of Series B Preferred Shares that Notes or any portion thereof called for redemption, unless the Company proposes to redeemdefaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price, Price of the Notes to be redeemed on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number Notes shall be redeemed in accordance with Section 3.02 of Series B Preferred Shares the Base Indenture. (d) Notice of any redemption shall be delivered at least 15 days but not more than 60 days before the Optional Redemption Date to each Holder of the Notes to be redeemed from each holder thereof under this Section 9 redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the greatest whole number generated by multiplying Trustee). Such notice shall be provided in accordance with Section 3.02 of the total number of Series B Preferred Shares held by Base Indenture. If the Optional Redemption Price cannot be determined at the time such holder by a fractionnotice is to be given, the numerator of which actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the total number Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified redemption having been given as provided in the Redemption NoticeIndenture, each holder of Series B Preferred Shares the Notes called for redemption as aforesaidshall, upon presentation on the Optional Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Optional Redemption Price, all dividends on and accrued and unpaid interest, if any, to, but excluding, the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Optional Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesDate.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Autodesk, Inc.)

Optional Redemption. (A) The Series Class A Notes and the Class B Preferred Shares may be redeemed by Notes are subject to redemption, in whole, prior to the Companyrespective Final Scheduled Payment Date, at its election, out of funds lawfully available therefor, at any time after the third anniversary option of the Issuance DateOwner Trustee, provided that acting at the time written notice of redemption is provided to the holders direction of the Series Administrator, as long as COAF or an affiliate of COAF is the Administrator, on any Payment Date on which the Aggregate Outstanding Principal Balance of the Class A Notes plus the Aggregate Outstanding Principal Balance of the Class B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater Notes (after giving effect to payments on such Payment Date) shall be less than 120or equal to 10% of the Series Original Principal Balance of the Class A Notes plus the Original Principal Balance of the Class B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal Notes, upon (i) delivery to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, Indenture Trustee and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed Note Insurer, not more than 60 days nor less than 30 twenty (20) days prior to the date fixed for redemption. , of an Officer's Certificate from the Owner Trustee stating the Owner Trustee's election to redeem the Class A Notes and the Class B Notes, (ii) the deposit by the Owner Trustee into the Revenue Fund, to the extent of any shortfall therein, or the direction by the Owner Trustee to the Indenture Trustee to transfer funds from the Reserve Fund for deposit into the Revenue Fund, in the following order of priority, an amount equal to the sum of (A) the Class A Note Interest due on such Payment Date, (B) If less than the Class B Note Interest due on such Payment Date, (C) the Aggregate Outstanding Principal Balance of the Class A Notes, (D) all outstanding Series B Preferred Shares are Premiums, fees, expenses, Reimbursement Obligations and any other amount of or due to be redeemedthe Note Insurer, (E) any other fees and expenses payable upon optional redemption, including those of the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed Indenture Trustee and the denominator of which shall be Servicer, as certified to the total number of Series B Preferred Shares then outstanding. On Owner Trustee and after the Redemption Date specified in Note Insurer by the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation Servicer and surrender at (F) the place designated in such notice Aggregate Outstanding Principal Balance of the certificate or certificates representing the Series Class B Preferred Shares to be redeemed Notes and (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in iii) payment of the Redemption Priceamounts and to the Persons specified in clause (ii) in the order of priority set forth in clause (ii). If the Administrator fails to give such direction to the Owner Trustee, the Note Insurer shall have the option to direct the Owner Trustee to redeem the Class A Notes, in whole, by providing notice to the Owner Trustee and the Indenture Trustee of such election and depositing or causing to be deposited with the Indenture Trustee the amounts specified in (ii)(A) and (C) in the preceding sentence, or causing to be transferred to the Revenue Fund from the Reserve Fund the foregoing amounts; provided, that amounts on deposit in the Reserve Fund shall be available to redeem the Class A Notes, to pay accrued interest on the Class B Notes and to pay fees, Premiums and expenses then due and owing, including those of the Note Insurer, and thereafter, any remaining amounts on deposit in the Reserve Fund shall be available to redeem the Class B Notes. No optional redemption shall be permitted without the prior written consent of the Note Insurer if it would result in a draw on the Note Guaranty Insurance Policy. Upon receipt of such amounts the Indenture Trustee shall (x) make the final payment in full to the Class A Noteholders and the Class B Noteholders as described herein and in the order of priority set forth above, (y) pay to the appropriate parties all Premiums, fees and expenses, and Reimbursement Obligations then due and (z) only if the Aggregate Outstanding Principal Balance of the Class A Notes and the Aggregate Outstanding Principal Balance of the Class B Notes have been reduced to zero, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrueinterest accrued thereon has been paid in full and all such Premiums, such shares shall not be deemed to be outstanding for any purposes whatsoeverfees and expenses, and Reimbursement Obligations then due have been paid in full, release any remaining assets in the rights of the holders thereof shall be solely limited Trust Property to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesSeller.

Appears in 1 contract

Sources: Indenture (Capital One Auto Receivables LLC)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Supplemental Indenture, at its electionshall apply to the Notes with respect to this Section 1.3. (b) Prior to the Par Call Date, out of funds lawfully available thereforthe Notes shall be redeemable, in whole at any time after or in part from time to time, at the third anniversary Company’s option. Upon redemption of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionNotes, the Company shall mail by certified pay an Optional Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate, plus 15 basis points; plus, in each case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date. On and after the Par Call Date, the Notes shall be redeemable, in whole at any time or registered mail, return receipt requested, in part from time to each record holder of any Series B Preferred Sharestime, at the address shown Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date. The Company shall calculate the Optional Redemption Price. (c) Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to any Optional Redemption Date shall be payable on the Company’s recordsapplicable Interest Payment Date to the Holders of the Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (d) On and after the Optional Redemption Date for the Notes, a written notice (interest shall cease to accrue on the “Redemption Notice”) stating the number of Series B Preferred Shares that Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Optional Redemption Price and accrued and unpaid interest, if any. On or before the Business Day prior to redeemthe Optional Redemption Date for the Notes to be redeemed, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price, Price of the Notes on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued and unpaid interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder thereof under this Section 9 shall be selected, in the greatest whole number generated case of global securities, in accordance with applicable Depositary procedures and, in the case of definitive securities, in a manner the trustee deems fair and appropriate, unless otherwise required by multiplying law or applicable stock exchange requirements. (e) Notice of any optional redemption shall be transmitted at least 15 days but not more than 60 days before the total number Optional Redemption Date to each Holder of Series B Preferred Shares held by the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such holder by notice (unless a fractionshorter notice shall be satisfactory to the Trustee). Any notice may, at the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the numerator notice shall state the nature of which such condition precedent. Such notice shall be provided in accordance with Section 3.02 of the total number of Series B Preferred Shares Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be redeemed and given, the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the actual Optional Redemption Date specified Price, calculated as described above in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed clause (or a properly executed affidavit of lost securitiesb), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled set forth in an Officers’ Certificate of the Company delivered to receive the Trustee no later than two (2) Business Days prior to the Optional Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited (subject to the right receive payment satisfaction or waiver of any applicable condition precedent), on the Optional Redemption Date, become due and payable at the Optional Redemption Price. In , plus accrued and unpaid interest, if any, to, but excluding, the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesOptional Redemption Date.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Supplemental Indenture, at its electionshall apply to the Notes with respect to this Section 1.3. (b) Prior to their applicable Par Call Date, out the Notes of funds lawfully available thereforeither series shall be redeemable, in whole at any time after or in part from time to time, at the third anniversary Company’s option. Upon redemption of the Issuance Date, provided that at the time written notice Notes of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptioneither series, the Company shall mail by certified pay an Optional Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes of such series to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes of such series to be redeemed, discounted to the Optional Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Bond Rate, plus 20 basis points, in the case of the 2026 Notes, and 25 basis points, in the case of the 2034 Notes; plus, in each case, in addition to such Optional Redemption Price, accrued and unpaid interest on the Notes being redeemed, if any, to, but excluding, the Optional Redemption Date. On and after the applicable Par Call Date, the Notes of either series shall be redeemable, in whole at any time or registered mail, return receipt requested, in part from time to each record holder of any Series B Preferred Sharestime, at the address shown Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date. (c) Notwithstanding the foregoing, installments of interest on either series of Notes whose Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the Company’s recordsapplicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (d) On and after the applicable Optional Redemption Date for either series of Notes, a written notice (interest shall cease to accrue on the “Redemption Notice”) stating the number of Series B Preferred Shares that Notes to be redeemed or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Optional Redemption Price and accrued and unpaid interest and Additional Amounts, if any. No later than 10:00 a.m. London time on the Business Day prior to redeemthe Optional Redemption Date for any Notes to be redeemed, the Company shall deposit with the Trustee or Paying Agent, funds sufficient to pay the Optional Redemption Price, Price of such Notes on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued and unpaid interest and Additional Amounts, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes of either series are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder thereof under this Section 9 shall be selected, in the greatest whole number generated case of global securities, in accordance with applicable Depositary procedures and, in the case of definitive securities in a manner the trustee deems fair and appropriate, unless otherwise required by multiplying law or applicable stock exchange requirements. (e) Notice of any optional redemption shall be transmitted at least 10 days but not more than 60 days before the total number applicable Optional Redemption Date to each Holder of Series B Preferred Shares held by the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such holder by notice (unless a fractionshorter notice shall be satisfactory to the Trustee). A notice of redemption may, at the discretion of the Company, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the numerator Optional Redemption Date may be postponed until up to 60 days following the notice of which redemption, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Optional Redemption Date (including as it may be postponed). Such notice shall be provided in accordance with Section 3.02 of the total number of Series B Preferred Shares Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be redeemed and given, the denominator of which shall be actual Optional Redemption Price applicable to the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified Notes that are being redeemed, calculated as described above in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed clause (or a properly executed affidavit of lost securitiesb), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled set forth in an Officers’ Certificate of the Company delivered to receive the Trustee no later than two (2) Business Days prior to the Optional Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited (subject to the right receive payment satisfaction or waiver of any applicable condition precedent), on the Optional Redemption Date, become due and payable at the Optional Redemption Price. In , plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesOptional Redemption Date.

Appears in 1 contract

Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares Company may be redeemed by redeem any series of the Company, at its election, out of funds lawfully available therefor2030 Notes and the 2045 Notes, at any time after prior to the third anniversary of the Issuance applicable Par Call Date, provided that at the time written notice of redemption is provided a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: (i) 100% of the Series B Issue Price per share divided principal amount of the Notes to be redeemed, and (ii) the sum, as determined by a Quotation Agent, of the number present values of Common Shares issuable the Remaining Scheduled Payments of principal and interest on conversion the Notes of each Series B Preferred Share under such series to be redeemed (excluding any portion of such payments of interest accrued as of the Redemption Date and assuming that such Notes matured on the applicable Conversion Par Call Date), discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL(ICMA)) at the Comparable Bond Rate. The Series B Preferred Shares shall be redeemed by , plus 15 basis points, in the case of the 2030 Notes and 20 basis points, in the case of the 2045 Notes; plus, in each case, accrued and unpaid interest, if any, to, but not including, the Redemption Date. (b) At any time on and after the applicable Par Call Date, the Company may redeem each series of the 2030 Notes and the 2045 Notes at the Company’s option, in whole or in part, at a cash payment Redemption Price equal to 100% of the Series B Original Issue Price per shareprincipal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the cash amount applicable Redemption Date. (c) Notwithstanding anything to the contrary in the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture or the Fifth Supplemental Indenture, in the case of any accumulated and unpaid dividends thereon (redemption at the “Redemption Price”) election of the Company, the Company shall, at least 10 days prior to the date on which the Company proposes to pay mails the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, notice of redemption to each record holder (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee and the Paying Agent of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the applicable Redemption Date, and of the place at which the shares principal amount of Notes of such series to be redeemed and, if applicable, of the tenor of the Notes to be redeemed. (d) Notwithstanding anything to the contrary in the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture or the Fifth Supplemental Indenture, (i) notice of redemption shall be surrendered for the Redemption Price. The Redemption Notice must be mailed delivered not less than 10 nor more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are applicable Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the number Security Register and (ii) an Officers’ Certificate specifying the actual redemption price shall be sent to the Trustee no later than two Business Days prior to the Redemption Date. A notice of Series B Preferred Shares redemption may, at the discretion of the Company, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date (including as it may be postponed). (e) Notes may be redeemed from each holder thereof under in part in the minimum authorized denomination or in any integral multiple of such amount. (f) For purposes of this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction3.01, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate following definitions are redeemed, a new certificate shall be issued representing the unredeemed shares.applicable:

Appears in 1 contract

Sources: Sixth Supplemental Indenture (Medtronic PLC)

Optional Redemption. So long as no Event of Default has occurred, the Series B Notes will be redeemable at the Company's option in whole or in part at any time in accordance with Article Seven of the Indenture. The Redemption Prices for the Series B Notes shall be four million dollars (A$4,000,000) plus accrued but unpaid interest as of the Redemption Date. The Series B Preferred Shares may Notes will be redeemed subject to redemption at the option of the Company or a successor corporation at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof plus accrued and unpaid interest to the redemption date if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of: (a) Bermuda or any political subdivision or governmental authority thereof or therein having power to tax, (b) any jurisdiction, other than the United States, the United Kingdom or Luxembourg, from or through which payment on the Series B Notes is made by the CompanyCompany or a successor corporation, at or its electionpaying agent in its capacity as such, out or any political subdivision or governmental authority thereof or therein having the power to tax, or (c) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax, or any change of funds lawfully available thereforlaw, at any time which becomes effective on or after the third anniversary of the Issuance Issue Date, provided that at the time written notice of redemption Company or a successor corporation is provided or would be required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the holders Series B Notes, and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company or the successor corporation. In the case of any partial redemption, selection of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% Notes for redemption will be made in accordance with Article 7 of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingIndenture. On and after the Redemption Date specified in the Redemption Noticeredemption date, each holder of interest will cease to accrue on Series B Preferred Shares Notes or portions thereof called for redemption as aforesaid, upon presentation and surrender at long as the place designated Company has deposited with the paying agent funds in such notice satisfaction of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for applicable redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited price pursuant to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesIndenture.

Appears in 1 contract

Sources: Indenture (Flag Telecom Holdings LTD)

Optional Redemption. (Aa) The Series B Preferred Shares may provisions of Article Eleven of the Indenture shall apply to the Notes. (b) At any time and from time to time, the Notes will be redeemable, as a whole or in part, at the Company’s option, on not less than 30 nor more than 60 days’ prior written notice delivered in accordance with the Applicable Procedures or mailed to the registered address of each Holder of the Notes, at a Redemption Price to be determined in accordance with the terms of this Section 2.3(b). If the Notes are redeemed prior to January 1, 2026, the Redemption Price for the Notes to be redeemed by will equal the Companygreater of (i) 100% of principal amount of the Notes to be redeemed, at its election, out or (ii) the sum of funds lawfully available therefor, at any time the present values of the remaining scheduled payments of principal and interest thereon that would be due after the third anniversary related Redemption Date but for such redemption (exclusive of unpaid interest, if any, accrued to, but not including, the Redemption Date) discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in either case, unpaid interest, if any, accrued to, but not including, the Redemption Date, subject to the rights of Holders of Notes on a Regular Record Date to receive interest due on the related Interest Payment Date. If the Notes are redeemed on or after January 1, 2026, the Redemption Price for the Notes to be redeemed will equal 100% of principal amount of the Issuance Notes to be redeemed plus unpaid interest, if any, accrued to, but not including, the Redemption Date. (c) On and after any Redemption Date for the Notes, provided that at interest will cease to accrue on the time written notice of redemption is provided to Notes or any portion thereof called for redemption, unless the holders Company defaults in the payment of the Series B Preferred Shares redemption price. Prior to any Redemption Date for the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per shareNotes, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes shall deposit with a Paying Agent, or the Trustee, funds sufficient to pay the Redemption Price (of the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares Notes to be redeemed shall be surrendered for the Redemption Priceon such date. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder thereof under this Section 9 shall will be selected by the greatest whole number generated by multiplying the total number of Series B Preferred Shares held Trustee by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption method as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made required by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesApplicable Procedures or other customary method.

Appears in 1 contract

Sources: Supplemental Indenture (J.B. Hunt Transport, Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the Companyprovisions of this Supplemental Indenture, shall apply to the Notes. (b) At any time and from time to time, the Notes shall be redeemable, as a whole or in part, at its election, out of funds lawfully available therefor, at the Company’s option. The Redemption Price for any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided Notes redeemed prior to the holders Applicable Par Call Date will equal the greater of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120(i) 100% of the Series B Issue Price per share divided aggregate principal amount of the Notes to be redeemed or (ii) the sum, as determined by the number Independent Investment Banker based on the Reference Treasury Dealer Quotations, of Common Shares issuable the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on conversion a semi-annual basis (assuming a 360-day year consisting of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by twelve 30-day months) using a cash payment discount rate equal to the Series B Original Issue Treasury Rate plus 20 basis points, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes. On or after the Applicable Par Call Date, the Redemption Price per sharewill equal 100% of the aggregate principal amount of the Notes to be redeemed, plus the cash amount of any accumulated accrued and unpaid dividends interest thereon to, but not including, the Redemption Date for such Notes. (c) On and after the Redemption Price”) Date for any Notes, interest will cease to the date accrue on which such Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for any Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price (of the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, Notes to each record holder of any Series B Preferred Shares, at the address shown be redeemed on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. The Company need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof under for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption in whole or in part. (d) Notice of any redemption pursuant to this Section 9 4.01 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after electronically delivered or mailed at least 10 days but in each case not more than 60 days before the Redemption Date specified in to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the place designated in time the notice is given. If the Redemption Price cannot be determined at the time such notice of the certificate or certificates representing the Series B Preferred Shares is to be redeemed given, the actual Redemption Price, calculated as described above in clause (or a properly executed affidavit of lost securitiesb), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled set forth in an Officer’s Certificate delivered to receive the Trustee no later than two Business Days prior to the Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease become due and payable on the Redemption Date and at the applicable Redemption Price. (e) Notice of any redemption of Notes pursuant to accruethis Section 4.01 may, at the Company’s discretion, be given 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 or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such shares notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. (f) The Company shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Company shall not be deemed able or willing to be outstanding for any purposes whatsoeverwaive such conditions precedent. Once notice of redemption is mailed or sent, and the rights of the holders thereof shall be solely limited subject to the right receive payment satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Price. In Date and at the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesapplicable Redemption Price as set forth in this Section 4.01.

Appears in 1 contract

Sources: Fifteenth Supplemental Indenture (Intel Corp)

Optional Redemption. (A) The Series B Preferred Shares may be redeemed by the Company, at its electionoption, out of funds lawfully available therefor, may redeem at any time after the third anniversary all, or from time to time, any part of the Issuance DateFirst Mortgage Bonds, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater on not less than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not 30 days nor more than 60 days nor less than 30 days prior notice as provided in the Original Indenture (except that, notwithstanding the provisions of Section 5.04 of the Original Indenture, any notice of redemption for the First Mortgage Bonds given pursuant to said Section need not set forth the Redemption Price but only the manner of calculation thereof) at a Redemption Price equal to the redemption.greater of the following amounts: (Bi) 100% of the principal amount of the First Mortgage Bonds then Outstanding to be so redeemed; and (ii) the sum of the present values of the principal amount and the remaining scheduled payments of interest on the First Mortgage Bonds to be redeemed (not including any portion of payments of interest accrued as of the applicable Redemption Date), discounted to the applicable Redemption Date in accordance with customary market practice on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus 50 basis points, plus, in either of the above cases, accrued and unpaid interest on the principal amount being redeemed to the applicable Redemption Date. The Redemption Price will be calculated by the Independent Investment Banker assuming a 360-day year consisting of twelve 30-day months. If less than all outstanding Series B Preferred Shares of the First Mortgage Bonds are to be redeemed, the number Trustee shall select by lot, on a pro-rata basis or in such other manner as it shall deem appropriate and fair, the particular First Mortgage Bonds or portions thereof to be redeemed. Notice of Series B Preferred Shares redemption shall be given by mail not less than 30 nor more than 60 days prior to the Redemption Date to the Holders of First Mortgage Bonds to be redeemed from each holder thereof under this Section 9 (which, as long as the First Mortgage Bonds are held in the book-entry only system, will be The Depository Trust Company (or its nominee) or a successor Depositary); provided, however, that the failure to duly give such notice by mail, 5 or any defect therein, shall not affect the validity of any proceedings for the redemption of First Mortgage Bonds as to which there shall have been no such failure or defect. Such notice may state that such redemption shall be conditional upon receipt by the greatest whole number generated by multiplying Paying Agent or Agents for such First Mortgage Bonds, on or prior to the total number Redemption Date, of Series B Preferred Shares held by money sufficient to pay the principal of and premium, if any, and interest, if any, on such holder by a fraction, the numerator of which First Mortgage Bonds and that if such money shall not have been so received such notice shall be the total number of Series B Preferred Shares to be redeemed no force or effect and the denominator of which Company shall not be the total number of Series B Preferred Shares then outstandingrequired to redeem such First Mortgage Bonds. On and after the Redemption Date specified (unless the Company shall default in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice payment of the certificate First Mortgage Bonds or certificates representing the Series B Preferred Shares portions thereof to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive at the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the applicable Redemption Price, all dividends together with interest accrued thereon to such date), interest on the Series B Preferred Shares First Mortgage Bonds or the portions thereof so called for redemption shall cease to accrue, such shares . The Independent Investment Banker shall not be deemed give to be outstanding for any purposes whatsoever, the Company and the rights of the holders thereof shall be solely limited to the right receive payment Trustee written notice of the Redemption PricePrice applicable to the First Mortgage Bonds promptly after its calculation thereof. In the event less than all of the shares represented by such certificate are redeemed, a new certificate The Trustee shall be issued representing under no duty to inquire into, may conclusively presume the unredeemed sharescorrectness of, shall be fully protected in relying upon the Independent Investment Banker's calculation of any Redemption Price, and shall have no responsibility for such calculation.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (PNM Resources Inc)

Optional Redemption. (a) Subject to the Conditions to Redemption, the Notes will be redeemable, in whole at any time or in part from time to time before the Par Call Date, at the Company’s option, at a Redemption Price equal to accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date plus the greater of: (A) The Series B Preferred Shares may be redeemed by the Company, at its election, out of funds lawfully available therefor, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash principal amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares Notes to be redeemed and (B) the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice sum of the certificate or certificates representing present values of the Series B Preferred Shares remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) 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 35 basis points. Subject to the Conditions to Redemption, the Notes will be redeemable, in whole at any time or in part from time to time on or after the Par Call Date, at the Company’s option, at a properly executed affidavit Redemption Price equal to accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date plus 100% of lost securities), properly endorsed in blank the principal amount of the Notes to be redeemed. Interest on the Notes for transfer or accompanied by proper instruments of assignment in blankwhich the Redemption Date is after a Regular Record Date and before the following Interest Payment Date, shall be entitled payable to receive the Redemption Price thereofholder of such Notes at the close of business on the Regular Record Date. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by Unless the Company defaults in payment of the Redemption Price, all dividends on and after the Redemption Date, interest will cease to accrue on the Series B Preferred Shares so Notes or portions of the Notes called for redemption shall cease redemption. Notwithstanding the foregoing, the Company may, at its sole option, subject to accruethe Conditions to Redemption, such shares shall redeem the Notes, at any time, in whole but not be deemed in part, following the occurrence of a Tax Event, at a Redemption Price equal to be outstanding for any purposes whatsoever, and the rights 100% of the holders thereof shall be solely limited principal amount of the Notes, plus accrued and unpaid interest on the Notes to, but excluding, the Redemption Date, subject to the right of a holder on the relevant Regular Record Date to receive payment of accrued and unpaid interest on the Redemption Price. In Notes due on the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesrelevant Interest Payment Date.

Appears in 1 contract

Sources: Second Supplemental Indenture (Arch Capital Group Ltd.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed by the CompanyIssuer may, at its election, out of funds lawfully available therefor, at any time after the third anniversary direction of the Issuance Date, provided that Holder of at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120least 66-2/3% of the Series B Issue Outstanding Principal Balance of the Class F Note, effect an Optional Redemption of the Offered Notes and the Class E Notes, in whole but not in part, on any Distribution Date on or after the Distribution Date occurring in May 2011 by payment of the Redemption Price per share divided to the Holders of the Offered Notes and the Class E Notes and other Persons entitled thereto (such Distribution Date to be specified in a notice to be delivered to the Issuer and the Trustee at least 15 Business Days prior to such Distribution Date). To effect an Optional Redemption, the Issuer shall deposit in the Note Distribution Account by the number of Common Shares issuable no later than 12:00 p.m. (Boston time) on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment Distribution Date an amount equal to the Series B Original Issue Redemption Price per shareand shall comply with the provisions of this Section 10.03 and Section 10.06. (b) The Notes to be redeemed shall, plus following delivery of a notice of an Optional Redemption complying with Section 10.06, unless the cash amount Issuer shall have provided written notice to the Trustee of any accumulated its election to withdraw such notice of Optional Redemption, on the Redemption Date become due and unpaid dividends thereon (payable at the Redemption Price, and all Class A-2 Commitments shall terminate on the Redemption Date and (unless the Issuer shall default in the payment of the Redemption Price) to the date no interest shall accrue on which the Company proposes to pay the Redemption Price (for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. On the Redemption Date”). Before making any redemption, upon deposit in full by the Company shall mail by certified or registered mail, return receipt requested, Servicer in the Note Distribution Account of an amount equal to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, Collateral (other than the Transaction Accounts) shall cease to constitute assets of the Issuer and the place at which Noteholders shall have no interest therein nor any claim to any distributions in respect of the shares to be redeemed shall be surrendered for Collateral (other than the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemptionTransaction Accounts). (Bc) If less than all outstanding Series B Preferred Shares are to be redeemed, the number The portion of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From constituting payment of principal of the Offered Notes and after the Redemption Date specified Class E Notes shall be distributed to Noteholders in accordance with Section 7.05(b)(I) of the Sale and Servicing Agreement and all other amounts included in the Redemption Notice, unless default Refinancing Price shall be made by the Company distributed in payment accordance with Section 7.05(a) of the Redemption Price, all dividends on Sale and Servicing Agreement. (d) If any Loan is to be sold to the Series B Preferred Shares so called for redemption shall cease to accrueServicer or an Affiliate of the Servicer, such shares shall not Loan may only be deemed sold to be outstanding such person for any purposes whatsoever, and the rights of the holders thereof shall be solely limited a price at least equal to the right receive payment of the Redemption Price. In the event less than all of the shares represented price established by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesan Applicable Qualified Valuation.

Appears in 1 contract

Sources: Indenture (NewStar Financial, Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares Maker may be redeemed by the Companyredeem this Note, at its election, out of funds lawfully available thereforin whole or in part, at any time after the third anniversary of the Issuance Datetime, provided that at the time written notice of a redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon price (the “Optional Redemption Price”) equal to the principal amount of this Note, plus accrued and unpaid interest thereon, if any, through the date on of such redemption, if at the time of any such redemption all of the Common Stock into which this Note (or a portion thereof subject to such redemption) is convertible is freely transferable by the Company proposes Creditor without any restriction pursuant to pay registration or exemption under all applicable United States federal and state securities laws (such redemption, an “Optional Redemption”). Notwithstanding anything to the contrary in this Section 3(a), until the Optional Redemption Price is paid, in full, the Creditor may convert all or any part of the outstanding principal amount of this Note, plus accrued interest thereon, if any, through the Conversion Date, into a number of Conversion Shares in accordance with Section 4 hereof. (b) The Company shall give written notice in respect of an Optional Redemption to each Creditor pursuant to Section 16 at least twenty (20) but not more than thirty (30) days before the date of such Optional Redemption (the “Optional Redemption Date”). Before making In the case of any redemptionOptional Redemption of the Notes in part, the Company balance of the Notes to be redeemed pursuant to Section 3(a) shall mail by certified or registered mailbe allocated among all of the Notes at the time outstanding in proportion, return receipt requestedas nearly as practicable, to each record holder of the respective unpaid principal balances thereof. The Maker shall apply any Series B Preferred Sharesamounts to be used for Optional Redemption pursuant to this Section 3(a), at the address shown first, to pay accrued and unpaid interest on the Company’s recordsNotes, a written if any, then to redeem the principal amount of the Notes or any portion thereof. Each notice in respect of an Optional Redemption given pursuant to this Section 3(b) shall state (A) the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Optional Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are the projected Optional Redemption Price of the Notes to be redeemed, (C) in the number case of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be an Optional Redemption of the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fractionNotes in part, the numerator portion of which shall be the total number outstanding balance of Series B Preferred Shares the Notes that is expected to be redeemed and the denominator aggregate balance of Notes to be outstanding after such partial Optional Redemption, (D) that Notes to be redeemed in an Optional Redemption in whole must be surrendered (which action may be taken by any Creditor or its authorized agent) to the Maker to collect the Optional Redemption Price on such Notes, and specifying the procedures for such surrender and (E) that, unless the Maker fails to pay the Optional Redemption Price, interest, if any, on Notes, (or the portion thereof) called for Optional Redemption shall be cease to accrue after the total number Optional Redemption Date. (c) If notice in respect of Series B Preferred Shares then outstanding. On an Optional Redemption for any Notes shall have been given as provided in Section 4(b), such Notes shall become due and payable on the Optional Redemption Date at the applicable Optional Redemption Price, and, unless there is a default in the payment of the applicable Optional Redemption Price, interest on such Notes, if any, shall cease to accrue on and after the such Optional Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon Date. Upon presentation and surrender of such Notes to the Maker in accordance with the notice given pursuant to Section 4(b), such Notes shall be paid and redeemed at the place designated applicable Optional Redemption Price on the Optional Redemption Date. (d) Upon surrender of a Note that is redeemed in such notice part pursuant to Section 3(a) the Maker shall execute for the Creditor (at the Maker’s expense) a new Note (in a form substantially similar to the form of this Note with appropriate notations for the date of issuance and initial principal amount) equal in principal balance to the unredeemed portion of the certificate or certificates representing Note surrendered. (e) All Notes that are redeemed pursuant to Section 3 will be surrendered to the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank Issuer for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From cancellation and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall may not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesreissued or resold.

Appears in 1 contract

Sources: Restructuring Agreement (Emisphere Technologies Inc)

Optional Redemption. (A) The Series B Preferred Shares At any time prior to October 19, 2020, the Issuer may be redeemed by at its option redeem the Company2020 Notes, in whole or in part, at its election, out of funds lawfully available therefor, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of a redemption is provided price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: (i) 100% of the Series B Issue Price per share divided by principal amount of the number 2020 Notes to be redeemed; and (ii) the sum of Common Shares issuable the present value of (i) the redemption price (100% of the principal amount of the 2020 Notes to be redeemed) on conversion of each Series B Preferred Share under October 19, 2020 and (ii) all required remaining scheduled interest payments due on the applicable Conversion Rate. The Series B Preferred Shares shall 2020 Notes to be redeemed by a cash payment equal through October 19, 2020 (not including any portion of such payments of interest accrued and unpaid to the Series B Original Issue Price per share, Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points. plus accrued and unpaid interest on the cash principal amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) 2020 Notes to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionbe redeemed to, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Pricebut not including, the Redemption Date. The Treasury Rate will be calculated on the Calculation Date. If the 2020 Notes are redeemed at any time on or after October 19, and 2020, the place 2020 Notes may be redeemed at which a redemption price equal to 100% of the shares principal amount of the 2020 Notes to be redeemed shall be surrendered for plus accrued and unpaid interest thereon to, but not including, the Redemption PriceDate. The Redemption Notice of such redemption must be mailed by first-class mail to each Holder’s registered address, or delivered electronically if held by any depositary in accordance with such depositary’s customary procedures, not less than 15 nor more than 60 days nor less than 30 days prior to the redemption. (B) redemption date. If the Issuer partially redeems the 2020 Notes, the Registrar and Paying Agent, subject to the procedures of The Depository Trust Company, will select the 2020 Notes to be redeemed on a pro rata basis, by lot or by such other method in accordance with the procedures of The Depository Trust Company, although no 2020 Note less than all outstanding Series B Preferred Shares are $2,000 in original principal amount will be redeemed in part. If the Issuer redeems any 2020 Note in part only, the notice of redemption relating to such 2020 Note shall state the portion of the principal amount thereof to be redeemed, . A new 2020 Note in principal amount equal to the number unredeemed portion thereof will be issued in the name of Series B Preferred Shares to be redeemed from each holder the Holder thereof under this Section 9 shall be upon cancellation of the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingoriginal 2020 Note. On and after the Redemption Date specified in the Redemption Noticeredemption date, each holder interest will cease to accrue on 2020 Notes or portions of Series B Preferred Shares such 2020 Notes called for redemption so long as aforesaidthe Issuer has deposited with the Registrar and Paying Agent funds sufficient to pay the principal of the 2020 Notes to be redeemed, upon presentation plus accrued and surrender at the place designated in such unpaid interest thereon. Any notice of the certificate or certificates representing the Series B Preferred Shares to redemption may be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends conditioned on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights satisfaction of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesone or more conditions precedent.

Appears in 1 contract

Sources: Second Supplemental Indenture (Delphi Automotive PLC)

Optional Redemption. (Aa) The Series B Preferred Shares Prior to the Par Call Date, the Company may be redeemed by redeem the Company, 6.000% Senior Notes at its electionoption, out of funds lawfully available thereforin whole or in part, at any time after and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the third anniversary greater of: (i) (A) the sum of the Issuance present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the 6.000% Senior Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (B) interest accrued thereon to the Redemption Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120and (ii) 100% of the Series B Issue Price per share divided by principal amount of the number 6.000% Senior Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. (b) On or after the Par Call Date, the Company may redeem the 6.000% Senior Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of Common Shares issuable on conversion the principal amount of each Series B Preferred Share under the applicable Conversion Rate. 6.000% Senior Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. (c) The Series B Preferred Shares Company’s actions and determinations in determining the redemption price shall be redeemed by conclusive and binding for all purposes, absent manifest error. (d) On and after a cash payment equal Redemption Date, interest will cease to accrue on the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon 6.000% Senior Notes called for redemption (the “Redemption Price”) to the date on which unless the Company proposes defaults in the payment of the Redemption Price and accrued interest). On or before a Redemption Date, the Company shall deposit with the Paying Agent or the Trustee money sufficient to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown and accrued interest on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares 6.000% Senior Notes to be redeemed shall be surrendered for the Redemption Priceon that date. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the 6.000% Senior Notes are to be redeemed, the number of Series B Preferred Shares 6.000% Senior Notes to be redeemed from each holder thereof under this Section 9 shall be selected by DTC in accordance with its then applicable procedures. (e) Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the greatest whole number generated Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the 6.000% Senior Notes to be redeemed. (f) Article XI of the Original Indenture is amended solely with respect to the 6.000% Senior Notes as follows: (i) Section 1103 is amended as follows: (A) The first paragraph of Section 1103 is amended and restated in its entirety as follows: “In the case of a partial redemption, selection of the 6.000% Senior Notes for redemption that are held in certificated form will be made by multiplying lot by the total number Trustee. No 6.000% Senior Notes of Series B Preferred Shares held by such holder by a fraction, the numerator principal amount of which shall $2,000 or less will be the total number of Series B Preferred Shares redeemed in part. If any Security is to be redeemed and in part only, the denominator notice of which shall redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the total number unredeemed portion of Series B Preferred Shares then outstanding. On and after the Redemption Date specified Security will be issued in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice name of the certificate or certificates representing Holder of the Series B Preferred Shares to be redeemed Security upon surrender for cancellation of the original Security. For so long as the Securities are held by DTC (or a properly executed affidavit of lost securitiesanother Depositary), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment redemption of the Redemption Price, all dividends on 6.000% Senior Notes and selection of the Series B Preferred Shares so called 6.000% Senior Notes for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, done in accordance with the policies and the rights procedures of the holders thereof shall be Depositary.” (g) This Section 106 has been included in this Seventeenth Supplemental Indenture expressly and solely limited to for the right receive payment benefit of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares6.000% Senior Notes.

Appears in 1 contract

Sources: Seventeenth Supplemental Indenture (Markel Group Inc.)

Optional Redemption. (A1) The Series B Preferred Shares may So long as (x) the Corporation shall be redeemed by the Company, at in compliance in all material respects with its election, out of funds lawfully available therefor, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided obligations to the holders of the Series B D Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share Stock (including, without limitation, its obligations under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a Exchange Agreement and this Certificate of Designation) and (y) on the date the Corporation gives the Redemption Notice and on the Redemption Date, the Corporation has Cash and Cash Equivalent Balances (excluding investment securities) which are sufficient, after taking into account the Corporation's cash payment equal requirements during the period from the date the Redemption Notice is given to the Series B Original Issue Price per shareRedemption Date, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (of the “Redemption Date”). Before making any redemptionshares of Series D Preferred Stock to be redeemed, the Company Corporation shall mail by certified have the right to redeem all or registered mail, return receipt requested, to each record holder any part of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number outstanding shares of Series B D Preferred Shares that the Company proposes Stock pursuant to redeem, the Redemption Price, the Redemption Date, and the place this Section 8(a) at which the shares to be redeemed shall be surrendered for the Redemption Price. The In order to exercise it right of redemption under this Section 8(a), the Corporation shall give a Redemption Notice must be mailed to the holders of shares of Series D Preferred Stock not less than 20 or more than 60 days nor less than 30 days prior to the redemptionRedemption Date. (B2) If less than On the Redemption Date (or such later date as a holder of shares of Series D Preferred Stock shall surrender to the Corporation the certificate(s) for the shares of Series D Preferred Stock redeemed), the Corporation shall pay to or upon the order of each holder of shares of Series D Preferred Stock by wire transfer of immediately available funds to such account as shall be specified for such purpose by such holder in an amount equal to the Redemption Price of all outstanding of such holder's shares of Series B D Preferred Shares are Stock to be redeemed, the number . A holder of shares of Series B D Preferred Shares Stock which are redeemed pursuant to be redeemed from each holder thereof under this Section 9 8(a) shall not be entitled to payment of the greatest whole number generated by multiplying the total number Redemption Price of such shares of Series B D Preferred Shares held by Stock until such holder by a fraction, shall have surrendered the numerator of which shall be the total number certificate(s) for such shares of Series B D Preferred Shares Stock to be redeemed and the denominator Corporation or, in the case of which the loss, theft or destruction of any such certificate, given indemnity in accordance with Section 14(b). If the Corporation shall be fail to pay the total number Redemption Price of any shares of Series B D Preferred Shares Stock in full when due, then outstanding. On and after the Redemption Date specified amount thereof shall bear interest to the extent not prohibited by applicable law at the rate of 12% per annum from the due date thereof until paid in full. (3) Notwithstanding the giving of a Redemption Notice, each holder of shares of Series B D Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, Stock shall be entitled to receive convert in accordance with Section 9 any shares of Series D Preferred Stock which are to be redeemed at any time prior to (1) the Redemption Date or (2) if the Corporation fails to pay the Redemption Price thereof. From and after in full to such holder on the Redemption Date specified in Date, the date on which the Corporation pays the Redemption Notice, unless default Price in full to such holder for all shares of Series D Preferred Stock to be redeemed from such holder. (4) Any redemption of shares of Series D Preferred Stock pursuant to this Section 8(a) shall be made by the Company in payment as nearly as practical pro rata from all holders of the Redemption Priceshares of Series D Preferred Stock outstanding, all dividends on the Series B Preferred Shares so called for redemption shall cease subject to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all reduction of the shares represented of Series D Preferred Stock to be redeemed from any holder by reason of conversions of shares of Series D Preferred Stock of such certificate are redeemedholder between the date the Redemption Notice is given and the Redemption Date. (5) Upon receipt by the Corporation from a holder of shares of Series D Preferred Stock of certificates for shares of Series D Preferred Stock evidencing a greater number of shares of Series D Preferred Stock than the number of shares of Series D Preferred Stock to be redeemed in accordance with this Section 8(a), the Corporation shall, within three Trading Days after such surrender, issue and deliver to or upon the order of such holder a new certificate shall be issued representing for the unredeemed sharesbalance of shares of Series D Preferred Stock, if any.

Appears in 1 contract

Sources: Exchange Agreement (Shaman Pharmaceuticals Inc)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary of the Issuance Date, provided that at the or from time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal time prior to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon Maturity (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (of such redemption, the “Redemption Date”). Before making any redemptionThe Redemption Price prior to November 19, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice 2045 (the “Redemption NoticeApplicable Par Call Date”) stating will be equal to the number greater of: (i) 100% of Series B Preferred Shares that the Company proposes aggregate principal amount of the Notes to redeembe redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments, discounted to the Redemption PriceDate on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 25 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date on or after the Applicable Par Call Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to Price will equal 100% of the redemption. (B) If less than all outstanding Series B Preferred Shares are aggregate principal amount of the Notes to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fractionplus accrued interest thereon to, but not including, the numerator Redemption Date. Notwithstanding the foregoing, installments of which shall interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the total number Interest Payment Date to the registered Holders as of Series B Preferred Shares the close of business on the relevant Regular Record Date according to be redeemed the Notes and the denominator Indenture, subject to the applicable procedures of which shall be the total number of Series B Preferred Shares then outstandingDepositary. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption PriceDate. In the event If less than all of the shares Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by such certificate are redeemedGlobal Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a new certificate principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be issued representing electronically delivered or mailed at least 30 days (in the unredeemed sharescase of any Redemption Date prior to the Applicable Par Call Date) or 15 days (in the case of any Redemption Date on or after the applicable Par Call Date) but, in each case, not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price.

Appears in 1 contract

Sources: Eighth Supplemental Indenture (Intel Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed by At any time before December 15, 2022, the CompanyCompany may, on any one or more occasions, redeem, in whole or in part, at its election, out of funds lawfully available therefor, at any time after a redemption price equal to the third anniversary greater of the Issuance Datefollowing amounts, provided that at plus, in each case, accrued and unpaid interest, if any, on the time written notice principal amount of the Notes being redeemed to, but excluding, the date of redemption is provided or purchase (“Optional Redemption Date”) (subject to the right of the holders of record on the Series B Preferred Shares relevant record date to receive interest due on the Common Shares have a Common Share Fair Market Value that is greater than 120relevant Interest Payment Date): (i) 100% of the Series B Issue Price per share divided aggregate principal amount of the Notes to be redeemed; or (ii) the sum of the present values of the Remaining Scheduled Payments due on such Notes, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest thereon to the Redemption Date. Calculation of the foregoing shall be made by the number Company or on the Company's behalf by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation of Common Shares issuable the Trustee. (b) At any time on conversion or after December 15, 2022, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, at a redemption price equal to 100% of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall principal amount of the Notes to be redeemed by a cash payment equal to plus accrued and unpaid interest, if any, on the Series B Original Issue Price per share, plus the cash principal amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to Notes being redeemed to, but excluding, the date on which of redemption or purchase (“Par Redemption Date”; and the Company proposes to pay Par Redemption Date and the Optional Redemption Price (the date, each, a “Redemption Date”). Before making any redemption, ) (subject to the Company shall mail by certified or registered mail, return receipt requested, to each right of the holders of record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (relevant record date to receive interest due on the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption relevant Interest Payment Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding). On and after the Redemption Date specified in Date, interest will cease to accrue on the Redemption Notice, each holder of Series B Preferred Shares Notes or portions thereof called for redemption as aforesaid, upon presentation and surrender at long as the place designated Company has deposited with the Paying Agent funds in such notice satisfaction of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for applicable redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesprice.

Appears in 1 contract

Sources: Second Supplemental Indenture (Maxim Integrated Products Inc)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary of the Issuance Date, provided that at the or from time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal time prior to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon Maturity (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (of such redemption, the “Redemption Date”). Before making any redemptionThe Redemption Price prior to September 25, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice 2049 (the “Redemption NoticeApplicable Par Call Date”) stating will be equal to the number greater of: (i) 100% of Series B Preferred Shares that the Company proposes aggregate principal amount of the Notes to redeembe redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments, discounted to the Redemption PriceDate on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 50 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date on or after the Applicable Par Call Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to Price will equal 100% of the redemption. (B) If less than all outstanding Series B Preferred Shares are aggregate principal amount of the Notes to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fractionplus accrued interest thereon to, but not including, the numerator Redemption Date. Notwithstanding the foregoing, installments of which shall interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the total number Interest Payment Date to the registered Holders as of Series B Preferred Shares the close of business on the relevant Regular Record Date according to be redeemed the Notes and the denominator Indenture, subject to the applicable procedures of which shall be the total number of Series B Preferred Shares then outstandingDepositary. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption PriceDate. In the event If less than all of the shares Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by such certificate are redeemedGlobal Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a new certificate principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be issued representing electronically delivered or mailed at least 10 days but, in each case, not more than 60 days before the unredeemed sharesRedemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given 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 Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.

Appears in 1 contract

Sources: Sixteenth Supplemental Indenture (Intel Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3. (b) Prior to the Par Call Date, the Notes shall be redeemable, in whole at any time or in part from time to time, at its electionthe Company’s option. Upon redemption of the Notes, out the Company shall pay an Optional Redemption Price equal to the greater of: (i) 100% of funds lawfully available thereforthe principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Optional Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Comparable Bond Rate, plus 20 basis points; plus, in addition to such Optional Redemption Price, accrued and unpaid interest on the Notes redeemed, if any, to, but excluding, the Optional Redemption Date. In addition, on or after the Par Call Date, the Notes shall be redeemable, in whole at any time or in part from time to time, at the Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date. The Notes shall also be redeemable, in whole, but not in part, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided Company’s option, at an Optional Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided principal amount of the Notes, plus, accrued and unpaid interest and any Additional Amounts thereon, if the Company determines that (A) as a result of any change or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, which change or amendment is announced and becomes effective on or after March 7 , 2017, there is a material probability that the Company has or will become obligated to pay Additional Amounts or (B) on or after March 7, 2017, any change in the official application, enforcement or interpretation of those laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the number United States or any other action, taken by any taxing authority or a court of Common Shares issuable competent jurisdiction in the United States, whether or not such action was taken or made with respect to the Company, results in a material probability that the Company has or will become obligated to pay Additional Amounts on conversion any Notes; provided that the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by use of each Series B Preferred Share reasonable measures available to the Company, not including substitution of the obligor under the applicable Conversion RateNotes. The Series B Preferred Shares shall be redeemed by a cash payment equal Prior to the Series B Original Issue Price per share, plus the cash amount mailing of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any notice of such a redemption, the Company shall mail by certified or registered mail, return receipt requested, deliver to each record holder of any Series B Preferred Shares, at the address shown on the CompanyTrustee (1) an Officer’s records, a written notice (the “Redemption Notice”) Certificate stating the number of Series B Preferred Shares that the Company proposes is entitled to redeemeffect such a redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (2) an Opinion of Counsel to such effect based on such statement of facts. (c) Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (d) On and after the Optional Redemption Date for the Notes, interest shall cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest and Additional Amounts, if any. No later than 10:00 a.m. London time on the Business Day prior to the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price, Price of the Notes to be redeemed on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued and unpaid interest and Additional Amounts, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder thereof under this Section 9 shall be selected, in the greatest whole number generated case of global securities, in accordance with applicable Depositary procedures and in the case of definitive securities in a manner the trustee deems fair and appropriate, unless otherwise required by multiplying law or applicable stock exchange requirements. (e) Notice of any optional redemption shall be transmitted at least 15 days but not more than 60 days before the total number Optional Redemption Date to each Holder of Series B Preferred Shares held by the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such holder by notice (unless a fractionshorter notice shall be satisfactory to the Trustee). Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the numerator of which actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the total number Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified redemption having been given as provided in the Redemption NoticeIndenture, each holder of Series B Preferred Shares the Notes called for redemption as aforesaidshall, upon presentation on the Optional Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Optional Redemption Price, all dividends on plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Optional Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesDate.

Appears in 1 contract

Sources: Fifteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may Notes will be redeemed by redeemable, at the Company, at its election, out of funds lawfully available therefor's option, at any time after the third anniversary of the Issuance Date, provided that at the in whole or from time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater time in part upon not less than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated 30 and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days days' prior notice mailed by first class mail to each Holder's registered address appearing in the Securities Register, on any date prior to Maturity at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest (including Special Interest, if any) to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemptionRedemption Date) plus the Make-Whole Premium applicable to the Notes (the "Make-Whole Premium"). In no event will the Redemption Price ever be less than 100% of the principal amount of the Notes plus accrued and unpaid interest (including Special Interest, if any) to the Redemption Date. (Bb) If less than all outstanding Series B Preferred Shares are The amount of the Make-Whole Premium with respect to be redeemed, the number of Series B Preferred Shares any Notes (or portion thereof) to be redeemed from will be equal to the excess, if any, of: (i) the sum of the present values, calculated as of the redemption date, of: (A) each holder thereof under this Section 9 shall be interest payment that, but for such redemption, would have been payable on the greatest whole number generated by multiplying the total number Notes (or portion thereof) of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be series being redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and on each Interest Payment Date occurring after the Redemption Date specified in (excluding any accrued and unpaid interest for the period prior to the Redemption NoticeDate); and (B) the principal amount that, each holder of Series B Preferred Shares called but for redemption as aforesaidsuch redemption, upon presentation and surrender would have been payable at the place designated in such notice final maturity of the certificate or certificates representing the Series B Preferred Shares to be redeemed Notes (or a properly executed affidavit portion thereof) of lost securities)such series being redeemed, properly endorsed over (ii) the principal amount of the Notes (or portion thereof) of such series being redeemed. The present values of interest and principal payments referred to in blank for transfer or accompanied clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by proper instruments discounting the amount of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in each payment of interest or principal from the Redemption Pricedate that each such payment would have been payable, all dividends on but for the Series B Preferred Shares so called for redemption shall cease to accrueredemption, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of redemption date at a discount rate equal to the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesTreasury Yield (as defined below) plus 50 basis points.

Appears in 1 contract

Sources: Indenture (R&b Falcon Corp)

Optional Redemption. (A) The Series B Preferred Shares may be redeemed by Notes are redeemable at the Company, at its Issuers’ election, out of funds lawfully available therefor, in whole or in part at any time after prior to their Stated Maturity. (a) The redemption price for the third anniversary of the Issuance DateNotes that are redeemed before July 1, provided that at the time written notice of redemption is provided 2029 will be equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: i. 100% of the Series B Issue Price per share divided principal amount of the Notes to be redeemed; or ii. as determined by an Independent Investment Banker, the number sum of Common Shares issuable the present values of the remaining scheduled payments of principal and interest on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall Notes to be redeemed by (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a cash payment semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, plus, in either of the above cases, accrued and unpaid interest to, but not including, the date of redemption on the Notes to be redeemed. (b) The redemption price for Notes that are redeemed on or after July 1, 2029 will be equal to the Series B Original Issue Price per sharesum of 100% of their principal amount, plus the cash amount of any accumulated accrued and unpaid dividends thereon interest to, but not including, the date of redemption on the Notes to be redeemed. Any such redemption may, at the discretion of the Issuers, be subject to one or more conditions precedent, including a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the discretion of the Issuers, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (the “Redemption Price”) provided that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was mailed), or such redemption may not occur and such notice may be rescinded in the Company proposes to pay event that any or all such conditions shall not have been satisfied or waived by the Redemption Price (the “Redemption Date”). Before making any date of redemption, or by the Company shall mail by certified or registered maildate of redemption as so delayed. Unless the Issuers default in the payment of the redemption price, return receipt requested, interest will cease to each record holder of any Series B Preferred Shares, at the address shown accrue on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder Notes or portions thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for applicable redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesdate.

Appears in 1 contract

Sources: Indenture (Wynn Resorts LTD)

Optional Redemption. (Aa) The Series B Preferred Shares 2018 Securities shall be redeemable, at the option of the Company, at any time and from time to time, in whole or in part, prior to the maturity date for the 2018 Securities. The 2018 Securities shall be redeemable at the redemption price, to be calculated by the Company, equal to the greater of (i) 100% of the principal amount of the 2018 Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest and Additional Interest, if any, on the 2018 Securities to be redeemed (not including interest and Additional Interest, if any, accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest and Additional Interest, if any, on the 2018 Securities to be redeemed to the date of redemption, subject to the rights of holders of the 2018 Securities on the relevant record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date. (b) The 2020 Securities shall be redeemable, at the option of the Company, at any time and from time to time, in whole or in part, prior to the maturity date for the 2020 Securities. The 2020 Securities shall be redeemable at the redemption price, to be calculated by the Company, equal to the greater of (i) 100% of the principal amount of the 2020 Securities to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest and Additional Interest, if any, on the 2020 Securities to be redeemed (not including interest and Additional Interest, if any, accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest and Additional Interest, if any, on the 2020 Securities to be redeemed to the date of redemption, subject to the rights of holders of the 2020 Securities on the relevant record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date. (c) The 2023 Securities shall be redeemable, at the option of the Company, at any time and from time to time, in whole or in part, prior to the maturity date of the 2023 Securities. The 2023 Securities shall be redeemable at the redemption price (the “2023 Redemption Price”), to be calculated by the Company, as follows: (i) If the redemption date is prior to December 15, 2022, the 2023 Securities may be redeemed by the CompanyCompany at a 2023 Redemption Price equal to the greater of (A) 100% of the principal amount of the 2023 Securities to be redeemed and (B) the sum of the present values of the remaining scheduled payments of principal and interest and Additional Interest, if any, on the 2023 Securities to be redeemed (not including interest and Additional Interest, if any, accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points, plus accrued and unpaid interest and Additional Interest, if any, on the 2023 Securities to be redeemed to the date of redemption, subject to the rights of holders of the 2023 Securities on the relevant record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date. (ii) If the redemption date is on or after December 15, 2022, the 2023 Securities may be redeemed by the Company at a 2023 Redemption Price equal to 100% of the principal amount of the 2023 Securities to be redeemed plus accrued and unpaid interest and Additional Interest, if any, on the 2023 Securities to be redeemed to the date of redemption, subject to the rights of holders of the 2023 Securities on the relevant record date to receive interest and Additional Interest, if any, due on the relevant Interest Payment Date. (d) The 2043 Securities shall be redeemable, at its election, out the option of funds lawfully available thereforthe Company, at any time after and from time to time, in whole or in part, prior to the third anniversary maturity date of the Issuance Date, provided that 2043 Securities. The 2043 Securities shall be redeemable at the time written notice of redemption price (the “2043 Redemption Price”), to be calculated by the Company, as follows: (i) If the redemption date is provided prior to September 15, 2042, the 2043 Securities may be redeemed by the Company at a 2043 Redemption Price equal to the holders greater of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120(A) 100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash principal amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares 2043 Securities to be redeemed and (B) the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice sum of the certificate or certificates representing present values of the Series B Preferred Shares remaining scheduled payments of principal and interest and Additional Interest, if any, on the 2043 Securities to be redeemed (or not including interest and Additional Interest, if any, accrued to the date of redemption) discounted to the date of redemption on a properly executed affidavit semi-annual basis (assuming a 360-day year consisting of lost securities)twelve 30-day months) at the Treasury Rate plus 40 basis points, properly endorsed in blank for transfer or accompanied by proper instruments plus accrued and unpaid interest and Additional Interest, if any, on the 2043 Securities to be redeemed to the date of assignment in blankredemption, shall be entitled subject to the rights of holders of the 2043 Securities on the relevant record date to receive interest and Additional Interest, if any, due on the Redemption Price thereof. From and relevant Interest Payment Date. (ii) If the redemption date is on or after September 15, 2042, the Redemption Date specified in the Redemption Notice, unless default shall 2043 Securities may be made redeemed by the Company in payment at a 2043 Redemption Price equal to 100% of the Redemption Priceprincipal amount of the 2043 Securities to be redeemed plus accrued and unpaid interest and Additional Interest, all dividends if any, on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed 2043 Securities to be outstanding for any purposes whatsoeverredeemed to the date of redemption, and subject to the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In 2043 Securities on the event less than all of relevant record date to receive interest and Additional Interest, if any, due on the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesrelevant Interest Payment Date.

Appears in 1 contract

Sources: Indenture (Freeport McMoran Copper & Gold Inc)

Optional Redemption. (A) The Series B Preferred Shares Beginning on or after September 3, 2022, the Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary or from time to time prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price Notes (the “Redemption Date”). Before making If any redemptionor all of the Notes are redeemed on or after September 3, the Company shall mail by certified or registered mail2022 and before December 3, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem2031, the Redemption PricePrice will be equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date), assuming for this purpose that the Notes would mature on December 3, 2031, discounted to the Redemption Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate plus 20 basis points, plus, in either case, accrued interest thereon to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the place at which Redemption Date to the shares holder of record on the Regular Record Date. If any or all of the Notes are redeemed on or after December 3, 2031, the Redemption Price (calculated by the Company) will be equal to 100% of the principal amount of the Notes to be redeemed shall be surrendered for plus accrued and unpaid interest to, but not including, the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by Date for such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingNotes. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoeverRedemption Date, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Priceaccrued and unpaid interest, if any, on such Notes. In the event If less than all of the shares represented by such certificate Notes are to be redeemed, a new certificate the Notes to be redeemed shall be issued representing selected in accordance with the unredeemed sharesprocedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 1 contract

Sources: Twentieth Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. (Aa) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date. (b) The Series B Preferred Shares may Issuer shall be redeemed by the Companyentitled, at its electionoption, out of funds lawfully available thereforto redeem the Notes, in whole or in part, at any time after or times, pursuant to and in accordance with the third anniversary terms of this Section 3.07. If the Issuance Notes are redeemed prior to the Par Redemption Date, provided that at the time written notice of redemption is provided price for the Notes to be redeemed will equal the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: (i) 100% of the Series B Issue Price per share divided by aggregate principal amount of the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall Notes to be redeemed by a cash payment redeemed, and (ii) an amount equal to the Series B Original Issue Price per share, plus sum of the cash amount present value of any accumulated (A) the payment on the Par Redemption Date of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through the Par Redemption Date of interest on the Notes to be redeemed (excluding accrued and unpaid dividends thereon (the “Redemption Price”) interest to the date on which the Company proposes to pay the Redemption Price of redemption (the “Redemption Date”)) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 45 basis points plus, in each of the above cases, accrued and unpaid interest, if any, to such Redemption Date. Before making any redemptionIf the Notes are redeemed on or after the Par Redemption Date, the Company shall mail by certified or registered mailredemption price for the Notes to be redeemed will equal 100% of the principal amount of such Notes plus accrued and unpaid interest, return receipt requestedif any, to each record holder such redemption date. (c) Any notice of any Series B Preferred Sharesredemption may be given prior to the redemption thereof, and any such redemption or notice may, at the address shown on the CompanyIssuer’s recordsdiscretion, a written notice (the “Redemption Notice”) stating the number be subject to one or more conditions precedent, including, but not limited to, completion of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemptionan equity offering or other corporate transaction. (Bd) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event Issuer redeems less than all of the shares represented by such certificate are redeemedoutstanding Notes, a new certificate the Registrar and Paying Agent shall select the Notes to be redeemed in the manner described under Section 3.02 hereof. (e) Any redemption pursuant to this Section 3.07 shall be issued representing made pursuant to the unredeemed sharesprovisions of Sections 3.01 through 3.06 hereof.

Appears in 1 contract

Sources: Supplemental Indenture (HCA Healthcare, Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed by At any time before thirty (30) days prior to the CompanyMaturity Date, the Company shall have the right to redeem the Notes at its electionoption and in its sole discretion, out of funds lawfully available therefor, at any in whole or from time after the third anniversary of the Issuance Date, provided that at the to time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Ratein part. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon redemption price (the “Redemption Price”) will equal the greater of (i) 100% of the principal amount of the Notes to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionbe redeemed plus unpaid interest, the Company shall mail by certified or registered mailif any, return receipt requestedaccrued thereon to, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Pricebut excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption) and the place at which Redemption Price shall be equal to 100% of the shares principal amount of the Notes to be redeemed shall be surrendered for or (ii) as determined by the 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 as of the Redemption PriceDate) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis points (0.30% or thirty one-hundredths of one percent), plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. The Redemption Notice must be mailed not more than 60 days nor less than 30 Notwithstanding the foregoing, if the Notes are redeemed on or after thirty (30) days prior to the redemptionMaturity Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed. (Bb) If less than all outstanding Series B Preferred Shares are The Company shall not redeem the Notes pursuant to be redeemedSection 4.1(a) on any date if the principal amount of the Notes has been accelerated, the number of Series B Preferred Shares and such an acceleration has not been rescinded or cured on or prior to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified date (except in the Redemption Notice, each holder case of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or an acceleration resulting from a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in the payment of the Redemption Price, all dividends on Price with respect to the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed Notes to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares).

Appears in 1 contract

Sources: Supplemental Indenture (BioMed Realty L P)

Optional Redemption. (A) The Series B Preferred Shares Beginning on or after March 24, 2022, the Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary or from time to time prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price Notes (the “Redemption Date”). Before making If any redemptionor all of the Notes are redeemed on or after March 24, the Company shall mail by certified or registered mail2022 and before July 1, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem2029, the Redemption PricePrice will be equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date), assuming that such Notes matured on July 1, 2029, discounted to the Redemption Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate plus 20 basis points, plus, in either case, accrued interest thereon to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the place at which Redemption Date to the shares holder of record on the Regular Record Date. If any or all of the Notes are redeemed on or after July 1, 2029, the Redemption Price (calculated by the Company) will be equal to 100% of the principal amount of the Notes to be redeemed shall be surrendered for plus accrued and unpaid interest to, but not including, the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by Date for such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingNotes. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoeverRedemption Date, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Priceaccrued and unpaid interest, if any, on such Notes. In the event If less than all of the shares represented by such certificate Notes are to be redeemed, a new certificate the Notes to be redeemed shall be issued representing selected in accordance with the unredeemed sharesprocedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. So long as no default or Event of Default has occurred and no Change of Control has occurred, the Series A Notes will be redeemable at the Company's option in whole or in part at any time in accordance with Section 3.05 and Article Seven of the Indenture. The Redemption Price for the Series A Notes shall be two-thirds of the face amount thereof plus accrued but unpaid interest as of the Redemption Date, during the first eighteen (A18) months after the Issue Date. On the day that is the first date after the expiration of the eighteenth (18) month after the Issue Date and on the corresponding day of each month thereafter, the Redemption Price shall increase by 1.85185184444% of the face amount thereof to the Stated Maturity. In all instances, the Company shall also pay all accrued but unpaid interest as of the date of such payment. The Series B Preferred Shares may A Notes will be redeemed subject to redemption at the option of the Company or a successor corporation at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof and the Company shall also pay accrued and unpaid interest to the redemption date if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of: (a) Bermuda or any political subdivision or governmental authority thereof or therein having power to tax, (b) any jurisdiction, other than the United States, the United Kingdom or Luxembourg, from or through which payment on the Series A Notes is made by the CompanyCompany or a successor corporation, or its paying agent in its capacity as such, or any political subdivision or governmental authority thereof or therein having the power to tax, or (c) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax, which becomes effective on or after the Issue Date, the Company or a successor corporation is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Series A Notes, and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company or the successor corporation. Notwithstanding the availability of Section 3.05(a) of the Indenture, the Company may, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary of the Issuance Dateand from time to time, provided that at the time written notice of redemption is provided elect to the holders redeem all or part of the Series B Preferred Shares the Common Shares have A Notes at a Common Share Fair Market Value that is greater than 120Redemption Price of 100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rateface amount thereof. The Series B Preferred Shares Any such redemption shall be redeemed by a cash payment equal to made in accordance with Article Seven of the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay Indenture. On the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mailalso pay all accrued but unpaid interest on the portion of the Series A Notes being redeemed as of such date. All optional redemptions made pursuant to Section 3.05(c) of the Indenture and all mandatory redemptions made pursuant to Section 3.06(b) of the Indenture shall be aggregated for purposes of determining whether the redemption thresholds set forth in Sections 2.02, return receipt requested8.04(2), to each record holder 8.15(c) and 16.04(b) of the Indenture and Section 11.9 of the Security Agreement have been satisfied. In the case of any partial redemption, selection of the Series B Preferred Shares, at A Notes for redemption will be made in accordance with Article 7 of the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingIndenture. On and after the Redemption Date specified in the Redemption Noticeredemption date, each holder of interest will cease to accrue on Series B Preferred Shares A Notes or portions thereof called for redemption as aforesaid, upon presentation and surrender at long as the place designated Company has deposited with the paying agent funds in such notice satisfaction of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for applicable redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited price pursuant to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesIndenture.

Appears in 1 contract

Sources: Indenture (Flag Telecom Holdings LTD)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed by the Company, at its election, out of funds lawfully available thereforNotes, at any time after and from time to time prior to July 1, 2026 (the third anniversary of the Issuance “Par Call Date, provided that ”) will be redeemable at the time written notice of Company’s option at a redemption is provided price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: (i) 100% of the Series B Issue Price per share divided by principal amount of the number Notes to be redeemed; and (ii) the sum of Common Shares issuable on conversion the present values of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) from the redemption date to the Series B Original Issue Price per sharePar Call Date, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) discounted to the date of redemption on which a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Company proposes Treasury Rate, plus 25 basis points, plus, in each case, accrued and unpaid interest to, but excluding, the redemption date of the Notes to pay be redeemed. At any time and from time to time on or after the Redemption Price (the “Redemption Par Call Date”). Before making any redemption, the Company shall mail by certified may redeem the Notes, in whole or in part, at its option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date of the Notes to be redeemed. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the registered mail, return receipt requested, holders as of the close of business on the relevant Record Date according to each record holder the Notes and the Indenture. (b) Notice of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must redemption will be mailed (or, in the case of Global Securities, delivered in accordance with the Depositary’s procedures) at least 30 days but not more than 60 days nor less than 30 days prior before the redemption date to each Holder of the Notes to be redeemed (which notice, so long as the Notes are represented by a Global Security, will be given to the Depositary (or its nominee) or a successor depositary (or its nominee)). Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption. (B) . If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder thereof under this Section 9 shall be selected by lot by the greatest whole number generated by multiplying Depositary, in the total number case of Series B Preferred Shares held by such holder Notes represented by a fractionGlobal Security, or by the numerator of which shall be Trustee by a method the total number of Series B Preferred Shares Trustee deems to be redeemed fair and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified appropriate, in the Redemption Notice, each holder case of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall Notes that are not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesGlobal Security.

Appears in 1 contract

Sources: Ninth Supplemental Indenture (Ingredion Inc)

Optional Redemption. (Aa) The Series B Preferred Shares Prior to the Par Call Date, the Company may be redeemed by the Company, at its electionoption redeem the Notes, out of funds lawfully available thereforin whole or in part, at any time after or from time to time, at a Redemption Price equal to the third anniversary greater of the Issuance Datefollowing amounts, provided that at plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120Optional Redemption Date therefor: (i) 100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash aggregate principal amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date such Notes being redeemed on which the Company proposes to pay the Redemption Price (the “such Optional Redemption Date”). Before making any redemption, ; and (ii) the Company shall mail by certified or registered mail, return receipt requested, to each record holder sum of any Series B Preferred Shares, at the address shown present values of the remaining scheduled payments of principal and interest on such Notes being redeemed that would be due if the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares Notes to be redeemed shall be surrendered matured on the Par Call Date (not including any portion of such payments of interest accrued to such Optional Redemption Date) discounted to such Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus the Spread for the Redemption Price. The Redemption Notice must Notes to be mailed not more than 60 days nor less than 30 days prior to the redemptionredeemed. (Bb) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Par Call Date, the Company may at its option redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the aggregate principal amount of such Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date specified in therefor. (c) If the Company redeems the Notes at its option, then (a) notwithstanding the foregoing (and without duplication), installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to an Optional Redemption Notice, each holder of Series B Preferred Shares called Date for redemption the Notes will be payable on that Interest Payment Date to the Holders thereof as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing close of business on the Series B Preferred Shares Regular Record Date immediately preceding such Interest Payment Date, according to be redeemed the terms of the Notes and the Indenture and (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive b) the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Noticefor such Notes will, unless default shall if applicable, be made by the Company in payment of the Redemption Price, all dividends calculated on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights basis of the holders thereof shall be solely limited to the right receive payment a 360-day year consisting of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharestwelve 30-day months.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Essential Utilities, Inc.)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem all or, from time to time, a part of the CompanyNotes, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary redemption prices equal to 100% of the Issuance Dateprincipal amount of the Notes being redeemed plus accrued interest, provided that if any, to the redemption date, plus the excess of: (a) as determined by the calculation agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed not including any portion of such payment of interest accrued on the date of redemption, from the redemption date to the maturity date, discounted to the redemption date on a semi-annual basis B-7 (assuming a 360-day year consisting of twelve 30-day months) at the time written Treasury Rate plus 50 basis points; over (b) 100% of the principal amount of the Notes being redeemed. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the Trustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption is provided relating to that Note will state the holders portion of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rateprincipal amount thereof to be redeemed. The Series B Preferred Shares shall be redeemed by a cash payment A new Note in principal amount equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated unredeemed portion thereof will be issued and unpaid dividends thereon (the “Redemption Price”) delivered to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionTrustee, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Noticecase of Definitive Notes, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at issued in the place designated in such notice name of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment Holder thereof upon cancellation of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesoriginal Note.

Appears in 1 contract

Sources: Indenture (Fresenius Medical Care AG & Co. KGaA)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Third Supplemental Indenture, at its election, out shall apply to the Notes with respect to this Section 1.4. (b) The Notes of funds lawfully available therefor, each Series shall be redeemable in whole at any time after the third anniversary of the Issuance Date, provided that or in part from time to time at the time written notice Company’s option. Upon redemption of redemption is provided any Notes of a Series prior to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the Par Call Date applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionsuch Notes, the Company shall mail by certified pay an Optional Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed discounted to the applicable Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the applicable Treasury Rate plus (x) for the 2023 Notes, 25 basis points or registered mail(y) for the 2028 Notes, return receipt requested30 basis points, plus, in addition to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the such Optional Redemption Price, in each case, accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Upon redemption of the Notes on or after the Par Call Date applicable to such Notes, the Company shall pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest for which the Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (c) On and after any Optional Redemption Date for a Series of Notes, interest shall cease to accrue on such Series of Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the applicable Notes, the Company shall deposit with the Trustee or a Paying Agent funds sufficient to pay the Optional Redemption Price of such Notes to be redeemed on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered an Interest Payment Date) accrued interest, if any. A partial redemption of the Notes of any Series may be effected pro rata or by lot and may provide for the Redemption Price. The Redemption selection for redemption of portions (equal to the minimum authorized denomination for the Notes of such Series or any integral multiple thereof) of the principal amount of Notes of such Series of a denomination larger than the minimum authorized denomination for the Notes of such Series. (d) Notice must of any redemption will be mailed sent by first-class mail (or, in the case of Global Securities, in accordance with the procedures of the Depositary) at least 30 days but not more than 60 days nor less than 30 before the applicable Optional Redemption Date to each Holder of such Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 5 days prior to the redemption. date of the giving of such notice (Bunless a shorter notice shall be satisfactory to the Trustee). Such notice shall be provided in accordance with Section 3.3 of the Base Indenture, except to the extent that any provision of Section 3.3 of the Base Indenture conflicts with any provision of Section 1.4(d) of this Third Supplemental Indenture, in which case the provisions of Section 1.4(d) of this Third Supplemental indenture shall govern and be controlling. If less than all outstanding Series B Preferred Shares are the applicable Optional Redemption Price cannot be determined at the time such notice is to be redeemedgiven, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the greatest whole number generated by multiplying Company delivered to the total number Trustee no later than two (2) Business Days prior to the applicable Optional Redemption Date. Notice of Series B Preferred Shares held by such holder by a fractionredemption having been given as provided in the Indenture, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares Notes called for redemption as aforesaidshall, upon presentation on the applicable Optional Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the applicable Optional Redemption Price, all dividends on and accrued and unpaid interest, if any, to, but excluding, the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Optional Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesDate.

Appears in 1 contract

Sources: Third Supplemental Indenture (Trimble Inc.)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem all or, from time to time, a part of the CompanyNotes, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary redemption prices equal to 100% of the Issuance Dateprincipal amount of the Notes being redeemed plus accrued interest, provided that if any, to the redemption date, plus the excess of: (a) as determined by the calculation agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed not including any portion of such payment of interest accrued on the date of redemption, from the redemption date to the maturity date, discounted to the redemption date on a semi-annual basis B-7 (assuming a 360-day year consisting of twelve 30-day months) at the time written Bund Rate plus 50 basis points; over (b) 100% of the principal amount of the Notes being redeemed. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the Trustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of €1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption is provided relating to that Note will state the holders portion of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rateprincipal amount thereof to be redeemed. The Series B Preferred Shares shall be redeemed by a cash payment A new Note in principal amount equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated unredeemed portion thereof will be issued and unpaid dividends thereon (the “Redemption Price”) delivered to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionTrustee, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Noticecase of Definitive Notes, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at issued in the place designated in such notice name of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment Holder thereof upon cancellation of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesoriginal Note.

Appears in 1 contract

Sources: Indenture (Fresenius Medical Care AG & Co. KGaA)

Optional Redemption. (A) The Series B Preferred Shares Prior to the applicable Par Call Date for such series, the Company may be redeemed by redeem any series of the Company, Fixed Rate Notes at its electionoption, out of funds lawfully available thereforin whole or in part, at any time after and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the third anniversary greater of: (a) the sum of the Issuance present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Fixed Rate Notes matured on the applicable Par Call Date, provided that ) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the time written notice Treasury Rate plus 15 basis points in the case of redemption is provided the 2028 Notes, the 2030 Notes and the 2035 Notes less (b) interest accrued to the holders date of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120redemption; and (ii) 100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash principal amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are Fixed Rate Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the number redemption date. On or after the applicable Par Call Date for a series of Series B Preferred Shares Fixed Rate Notes, the Company may redeem such series of Fixed Rate Notes, in whole or in part, at any time and from time to be time, at a redemption price equal to 100% of the principal amount of such series of Fixed Rate Notes being redeemed from each holder thereof under this Section 9 plus accrued and unpaid interest thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Floating Rate Notes are not subject to optional redemption prior to maturity. The Trustee will have no obligation to calculate or verify the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice calculation of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment amount of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesprice.

Appears in 1 contract

Sources: Second Supplemental Indenture (Keurig Dr Pepper Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares Prior to the applicable Par Call Date (or, in the case of the 2025 Notes, the Stated Maturity Date of the 2025 Notes), the Company may redeem the Notes of any series at its (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (or, in the case of the 2025 Notes, the Stated Maturity Date of the 2025 Notes)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the number of Make-Whole Basis Points for the applicable series of Notes less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed by redeemed, plus, in either case, accrued and unpaid interest thereon to the CompanyRedemption Date. (b) On or after the applicable Par Call Date, at its electionthe Company may redeem the 2034 Notes or the 2054 Notes, out of funds lawfully available thereforin whole or in part, at any time after the third anniversary of the Issuance Dateand from time to time, provided that at the time written notice of redemption is provided a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by the number principal amount of Common Shares issuable on conversion such series of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be Notes being redeemed by a cash payment equal plus accrued and unpaid interest thereon to the Series B Original Issue Price per share, plus the cash amount of any accumulated Redemption Date. (c) The Company’s actions and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder d) Notice of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed redemption shall be surrendered for mailed or electronically delivered (or otherwise transmitted in accordance with the Redemption Price. The Redemption Notice must be mailed Applicable Procedures in accordance with Section 1104 of the Base Indenture) at least 10 days but not more than 60 days nor less than 30 days prior before the Redemption Date to each Holder of the redemption. (B) Notes to be redeemed. If less than all outstanding Series B Preferred Shares of the Notes then Outstanding of any series are to be redeemed, the number Trustee will select the particular Notes or portions thereof in accordance with Section 1103 of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingBase Indenture. On and after If the Redemption Date specified is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender Note is registered at the place designated in close of business on such notice of the certificate or certificates representing the Series B Preferred Shares Record Date, and no additional interest will be payable to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled Holders whose Notes are subject to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made redemption by the Company. Unless the Company defaults in payment of the Redemption Price, all dividends interest will cease to accrue on the Series B Preferred Shares so Notes or portion of the Notes called for redemption shall cease on and after the applicable Redemption Date. On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to accrue, such shares shall not be deemed pay the Redemption Price of the Notes to be outstanding redeemed on that date. (e) In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or, in each case, in accordance with the policies and procedures of the applicable depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any purposes whatsoeverNote is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC and its participants, including Euroclear and Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the applicable depositary. (f) Any notice of redemption of the Notes may, at the Company’s discretion, be subject to one or more conditions precedent with respect to completion of a corporate transaction (including, but not limited to, any merger, acquisition, disposition, asset sale or corporate restructuring or reorganization) or financing (including, but not limited to, any incurrence of indebtedness (or entering into a commitment with respect thereto), sale and leaseback transaction, issuance of securities, equity offering or contribution, liability management transaction or other capital raise) and may be given prior to the completion thereof. If a redemption is subject to satisfaction of one or more conditions precedent, the notice shall describe each condition, and the rights notice may be rescinded in the event that any or all of the holders thereof conditions shall be solely limited to not have been satisfied by the right receive Redemption Date. Any notice of redemption may provide that payment of the Redemption Price. In Price and the event less than all Company’s obligations with respect to the redemption may be performed by another Person. (g) For the purposes of this Section, the shares represented by such certificate terms below are redeemed, a new certificate shall be issued representing the unredeemed shares.defined as follows:

Appears in 1 contract

Sources: Supplemental Indenture (CARRIER GLOBAL Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this First Supplemental Indenture, at its election, out of funds lawfully available therefor, shall apply to the Notes with respect to this Section 1.4. (b) The Notes shall be redeemable in whole at any time after or in part from time to time, at the third anniversary Company’s option. Upon redemption of the Issuance Date, provided that at the time written notice of redemption is provided Notes prior to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Par Call Date”). Before making any redemption, the Company shall mail by certified or registered mailpay an Optional Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed, return receipt requestedand (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 40 basis points, plus, in addition to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the such Optional Redemption Price, in each case, accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Upon redemption of the Notes on or after the Par Call Date, the Company shall pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture. (c) On and after the Optional Redemption Date for the Notes, interest shall cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number Notes shall be redeemed in accordance with Section 3.2 of Series B Preferred Shares the Base Indenture. (d) Notice of any redemption will be sent by first-class mail (or, in the case of Global Securities, in accordance with the procedures of the depositary) at least 30 but not more than 60 days before the Optional Redemption Date to each registered Holder of Notes to be redeemed from each holder thereof under this Section 9 redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the greatest whole number generated by multiplying Trustee). Such notice shall be provided in accordance with Section 3.3 of the total number of Series B Preferred Shares held by Base Indenture. If the Optional Redemption Price cannot be determined at the time such holder by a fractionnotice is to be given, the numerator of which actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the total number Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified redemption having been given as provided in the Redemption NoticeIndenture, each holder of Series B Preferred Shares the Notes called for redemption as aforesaidshall, upon presentation on the Optional Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Optional Redemption Price, all dividends on and accrued and unpaid interest, if any, to, but excluding, the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Optional Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesDate.

Appears in 1 contract

Sources: First Supplemental Indenture (Trimble Navigation LTD /Ca/)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after or from time to time prior to maturity on at least 30 days, but not more than 60 days, prior notice mailed to the third anniversary registered address of each Holder of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price Notes (the “Redemption Date”). Before making If any redemptionor all of the Notes are redeemed before November 13, 2025 the redemption price will be equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the Company shall mail by certified or registered mailsum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Pricebut 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), at a rate equal to the sum of the Treasury Rate plus 20 basis points, plus, in either case, accrued interest thereon to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the place at which Redemption Date to the shares holder of record on the Regular Record Date. If any or all of the Notes are redeemed on or after November 13, 2025, the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed shall be surrendered for plus accrued and unpaid interest to, but not including, the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by Date for such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingNotes. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoeverRedemption Date, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Priceaccrued and unpaid interest, if any, on such Notes. In the event If less than all of the shares represented by such certificate Notes are to be redeemed, a new certificate the Notes to be redeemed shall be issued representing selected in accordance with the unredeemed sharesprocedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be mailed at least 30 days, but not more than 60 days, before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 1 contract

Sources: Seventh Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article 3 of the Base Indenture, as amended by the Companyprovisions of this First Supplemental Indenture, at its election, out of funds lawfully available therefor, shall apply to the Notes with respect to this Section 1.3. (b) The Notes shall be redeemable in whole at any time after or in part from time to time, at the third anniversary Company’s option. Upon redemption of the Issuance DateNotes prior to June 1, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption2030, the Company shall mail by certified pay an Optional Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 15 basis points, plus, in addition to such Optional Redemption Price accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Upon redemption of the Notes on or after June 1, 2030, the Company shall pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Notwithstanding the foregoing, if the Redemption Date is after a regular interest payment record date and on or prior to the next Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Securities registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s recordsrelevant record date, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that as specified by the Company proposes in the notice to redeemthe Trustee pursuant to the Notes and the Indenture. (c) On and after the Optional Redemption Date for the Notes, interest shall cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or prior to the Optional Redemption Date (but not later than 11:00 a.m. New York City Time on such date), the Company shall deposit with the Paying Agent money sufficient to pay the Optional Redemption PricePrice of and accrued interest, the Redemption Dateif any, and the place at which the shares on all Notes to be redeemed shall be surrendered for the Redemption Priceon that date. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares to Notes shall be redeemed from each holder thereof under this in accordance with Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice 3.3 of the certificate or certificates representing the Series B Preferred Shares to be redeemed Base Indenture. (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event d) If less than all of the shares represented Notes are to be redeemed or purchased at any time, the Trustee shall select the Notes or portions thereof to be redeemed or purchased, in the case of Global Securities, by lot based on the applicable procedures of the Depository or, in the case of certificated Notes, on a pro rata basis, by lot or such certificate other selection as the Trustee deems fair and appropriate. No Notes of less than $2,000 may be redeemed or repurchased in part. Notes in denominations larger than $2,000 may be redeemed or purchased in part, but only in integral multiples of $1,000 in excess thereof, unless all of the Notes held by a holder are redeemed, a new certificate to be redeemed or purchased. (e) Notice of any redemption shall be issued representing delivered by the unredeemed shares.Trustee on behalf of the Company and at the Company’s expense at least 15 days but not more than 60 days before the Optional Redemption Date to each Holder of the Notes to be redeemed; provided, however, that the Company shall have delivered to the Trustee at least five (5) Business Days prior to the date of the delivery of such notice (unless a shorter period shall be satisfactory to the Trustee) an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notice as provided in

Appears in 1 contract

Sources: First Supplemental Indenture (ServiceNow, Inc.)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem all or, from time to time, a part of the CompanyNotes, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary redemption prices equal to 100% of the Issuance Dateprincipal amount of the Notes being redeemed plus accrued interest, provided that if any, to the redemption date, plus the excess of: (a) as determined by the calculation agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed not including any portion of such payment of interest accrued on the date of redemption, from the redemption date to the maturity date, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the time written Bund Rate plus 50 basis points; over (b) 100% of the principal amount of the Notes being redeemed. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no B-7 additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the Trustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of €1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption is provided relating to that Note will state the holders portion of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rateprincipal amount thereof to be redeemed. The Series B Preferred Shares shall be redeemed by a cash payment A new Note in principal amount equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated unredeemed portion thereof will be issued and unpaid dividends thereon (the “Redemption Price”) delivered to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionTrustee, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Noticecase of Definitive Notes, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at issued in the place designated in such notice name of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment Holder thereof upon cancellation of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesoriginal Note.

Appears in 1 contract

Sources: Indenture (Fresenius Medical Care AG & Co. KGaA)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Fifth Supplemental Indenture, at its election, out of funds lawfully available therefor, shall apply to the Notes with respect to this Section 1.3. (b) The Notes shall be redeemable in whole at any time after or in part from time to time, at the third anniversary Company’s option. Upon redemption of the Issuance Date, provided that at the time written notice of redemption is provided Notes prior to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Par Call Date”). Before making any redemption, the Company shall mail by certified pay an Optional Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 15 basis points, plus, in addition to such Optional Redemption Price accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Upon redemption of the Notes on or after the Par Call Date, the Company shall pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, as such at the address shown close of business on the Company’s recordsapplicable record date pursuant to the Notes and the Indenture. (c) On and after the Optional Redemption Date for the Notes, a written notice (interest shall cease to accrue on the “Redemption Notice”) stating the number of Series B Preferred Shares that Notes or any portion thereof called for redemption, unless the Company proposes to redeemdefaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price, Price of the Notes to be redeemed on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number Notes shall be redeemed in accordance with Section 3.02 of Series B Preferred Shares the Base Indenture. (d) Notice of any redemption shall be delivered at least 10 days but not more than 60 days before the Optional Redemption Date to each Holder of the Notes to be redeemed from each holder thereof under this Section 9 redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the greatest whole number generated by multiplying Trustee). Such notice shall be provided in accordance with Section 3.02 of the total number of Series B Preferred Shares held by Base Indenture. If the Optional Redemption Price cannot be determined at the time such holder by a fractionnotice is to be given, the numerator of which actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the total number Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified redemption having been given as provided in the Redemption NoticeIndenture, each holder of Series B Preferred Shares the Notes called for redemption as aforesaidshall, upon presentation on the Optional Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Optional Redemption Price, all dividends on and accrued and unpaid interest, if any, to, but excluding, the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Optional Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesDate.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Autodesk, Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Supplemental Indenture, at its electionshall apply to the Notes with respect to this Section 1.3. (b) Prior to their applicable Par Call Date, out the Notes of funds lawfully available thereforany series shall be redeemable, in whole at any time after or in part from time to time, at the third anniversary Company’s option. Upon redemption of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount Notes of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionseries, the Company shall mail by certified or registered mailpay an Optional Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes of such series to be redeemed, return receipt requestedand 6 (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes of such series to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30‑day months) using a discount rate equal to the Treasury Rate plus 10 basis points in the case of the 2026 Notes, 15 basis points in the case of the 2029 Notes and 15 basis points in the case of the 2034 Notes; plus, in each record holder case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date. On and after their applicable Par Call Date, the Notes of any Series B Preferred Sharesseries shall be redeemable, in whole at any time or in part from time to time, at the address shown Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date. The Company shall calculate the Optional Redemption Price. (c) Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to any Optional Redemption Date shall be payable on the Company’s recordsapplicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (d) On and after the applicable Optional Redemption Date for any series of the Notes, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that interest shall cease to accrue on such Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Optional Redemption Price and accrued and unpaid interest, if any. On or before the Business Day prior to redeemthe Optional Redemption Date for any Notes to be redeemed, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price, Price of such Notes on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued and unpaid interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes of any series are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder thereof under this Section 9 shall be selected, in the greatest whole number generated case of global securities, in accordance with applicable Depositary procedures and, in the case of definitive securities, in a manner the trustee deems fair and appropriate, unless otherwise required by multiplying law or applicable stock exchange requirements. (e) Notice of any optional redemption shall be transmitted at least 10 days but not more than 60 days before the total number applicable Optional Redemption Date to each Holder of Series B Preferred Shares held by the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such holder by notice (unless a fractionshorter notice shall be satisfactory to the Trustee). Any notice may, at the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the numerator notice shall state the nature of which such conditions precedent. Such notice shall be provided in accordance with Section 3.02 of the total number of Series B Preferred Shares Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be redeemed and given, the denominator of which shall be actual Optional Redemption Price applicable to the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified Notes that are being redeemed, calculated as described above in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed clause (or a properly executed affidavit of lost securitiesb), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled set forth in an Officers’ Certificate of the Company delivered to receive the Trustee no later than two (2) Business Days prior to the Optional Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited (subject to the right receive payment satisfaction or waiver of any applicable conditions precedent), on the Optional Redemption Date, become due and payable at the Optional Redemption Price. In , plus accrued and unpaid interest, if any, to, but excluding, the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesOptional Redemption Date.

Appears in 1 contract

Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed by the Company2018 Notes are redeemable, at its election, out the option of funds lawfully available thereforthe Partnership, at any time after the third anniversary of the Issuance Datein whole, provided that or from time to time in part, at the time written notice of redemption is provided a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: (i) 100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash principal amount of any accumulated the 2018 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and unpaid dividends thereon interest (at the “Redemption Price”) to interest rate in effect on the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number calculation of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price) on the 2018 Notes to be redeemed that would be due after the related Redemption Date but for such redemption (exclusive of interest accrued to, but excluding, the Redemption Date, and the place at which the shares ) discounted to be redeemed shall be surrendered for the Redemption Price. The Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 25 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemptionDate. (Bb) If less than all outstanding Series B Preferred Shares Prior to October 15, 2025 (the “2026 Notes Early Call Date”), the 2026 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the 2026 Notes to be redeemed, ; or (ii) the number sum of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying present values of the total number remaining scheduled payments of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed principal and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender interest (at the place designated interest rate in such notice effect on the date of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment calculation of the Redemption Price, all dividends ) on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed 2026 Notes to be outstanding redeemed that would be due after the related Redemption Date if such 2026 Notes matured on the 2026 Notes Early Call Date but for such redemption (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 40 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Date. At any purposes whatsoevertime on or after the 2026 Notes Early Call Date, and the rights 2026 Notes are redeemable, at the option of the holders thereof shall Partnership, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the 2026 Notes to be solely limited redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. (c) Prior to June 15, 2045 (the “2045 Notes Early Call Date”), the 2045 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the right receive payment greater of: (i) 100% of the principal amount of the 2045 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the interest rate in effect on the date of calculation of the Redemption Price) on the 2045 Notes to be redeemed that would be due after the related Redemption Date if such 2045 Notes matured on the 2045 Notes Early Call Date but for such redemption (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 45 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Date. In At any time on or after the event less than all 2045 Notes Early Call Date, the 2045 Notes are redeemable, at the option of the shares represented by such certificate are redeemedPartnership, in whole or in part, at a new certificate Redemption Price equal to 100% of the principal amount of the 2045 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date. (d) The actual Redemption Price, determined as provided in Sections 4.1(a), 4.1(b) and 4.1(c), shall be issued representing calculated and certified to the unredeemed sharesTrustee and the Partnership by the Independent Investment Banker. (e) The Partnership shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof.

Appears in 1 contract

Sources: Fifteenth Supplemental Indenture (Energy Transfer Partners, L.P.)

Optional Redemption. (Aa) The Series B Preferred Shares may Subject to Section 1.02 hereof, the provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes. (b) At any time before the 2023 Par Call Date, the 2023 Notes shall be redeemable, as a whole at any time or from time to time in part, at the Company’s option, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the applicable 2023 Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of such 2023 Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 25 basis points, plus accrued and unpaid interest thereon to, but excluding, the redemption date for such 2023 Notes. The redemption price shall be determined by the Company and the Trustee shall have no duty to verify any such determination made by the Company. On or after the 2023 Par Call Date, at its electionthe 2023 Notes shall be redeemable, out of funds lawfully available therefor, as a whole at any time after the third anniversary of the Issuance Dateor from time to time in part, provided that at the time written notice of Company’s option, at a redemption is provided price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by the number aggregate principal amount of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date for such Notes. (c) At any time before the 2028 Par Call Date, the 2028 Notes shall be redeemed by redeemable, as a cash payment whole at any time or from time to time in part, at the Company’s option, at a redemption price equal to the Series B Original Issue Price per sharegreater of (i) 100% of the aggregate principal amount of the applicable 2028 Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of such 2028 Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 basis points, plus the cash amount of any accumulated accrued and unpaid dividends interest thereon (to, but excluding, the “Redemption Price”) to the redemption date on which for such 2028 Notes. The redemption price shall be determined by the Company proposes and the Trustee shall have no duty to pay verify any such determination made by the Redemption Price (Company. On or after the “Redemption 2028 Par Call Date”). Before making any redemption, the Company 2028 Notes shall mail by certified be redeemable, as a whole at any time or registered mail, return receipt requested, from time to each record holder of any Series B Preferred Sharestime in part, at the address shown on the Company’s recordsoption, at a written notice (redemption price equal to 100% of the “Redemption Notice”) stating aggregate principal amount of the number of Series B Preferred Shares that the Company proposes applicable Notes to redeembe redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered redemption date for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemptionsuch Notes. (Bd) Notwithstanding Section 4.01(b) and Section 4.01(c) above, installments of interest on a series of Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Record Date in accordance with the provisions of such Notes of the applicable series and the Indenture. (e) On and after the redemption date for the Notes of the applicable series, interest shall cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and accrued interest, if any. If less than all outstanding Series B Preferred Shares of the Notes of a series are to be redeemed, the number Notes of Series B Preferred Shares such series to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated selected pro rata or by multiplying the total number of Series B Preferred Shares held lot or by such holder other method as the Trustee shall deem fair and appropriate (including, in the case of Notes represented by a fractionGlobal Note, in accordance with the numerator procedures of which the Depositary) unless otherwise required by law or applicable stock exchange or Depositary requirements; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. (f) Notice of any redemption shall be delivered at least 15 days but not more than 60 days before the total number of Series B Preferred Shares redemption date to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice Holder of the certificate or certificates representing Notes of the Series B Preferred Shares applicable series to be redeemed (with a copy to the Trustee). The Trustee shall, at the Company’s written request (delivered to the Trustee at least five Business Days prior to the date such notice is to be sent (or such shorter period as the Trustee may agree) with a properly executed affidavit copy of lost securitiessuch notice) give the notice of redemption in the Company’s name and at the Company’s expense. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price, calculated as described above in Section 4.01(b) and Section 4.01(c), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blankas applicable, shall be entitled set forth in an Officer’s Certificate delivered to receive the Redemption Price thereofTrustee no later than two Business Days prior to the redemption date. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. A notice of redemption may, at the Company’s option and discretion, be subject to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesone or more conditions precedent.

Appears in 1 contract

Sources: Second Supplemental Indenture (Marvell Technology, Inc.)

Optional Redemption. (A) The Series B Preferred Shares may At any time and from time to time prior to January 24, 2030, the Securities of this series shall be redeemed by redeemable, in whole or in part, at the Company’s option, at its electiona Redemption Price equal to the greater of (i) 100% of the principal amount of such Securities to be redeemed, out or (ii) as determined by a Quotation Agent, the sum of funds lawfully available thereforthe present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), calculated as if the maturity date of the Securities were January 24, 2030, and discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 30 basis points; in each case, plus accrued and unpaid interest on such Securities to, but excluding, the Redemption Date. The Securities will be redeemable in whole or in part, at the Company’s option, at any time and from time to time on or after the third anniversary of the Issuance DateJanuary 24, provided that 2030, at the time written notice of redemption is provided a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by principal amount of the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per shareSecurities being redeemed, plus the cash amount of any accumulated accrued and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptioninterest to, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Pricebut excluding, the Redemption Date, and . Notice of any such redemption shall be given by mail to Holders of the place at which the shares Securities to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed redeemed, not less than 30 days nor more than 60 days nor less than 30 days prior to the redemption. (B) If less than Redemption Date, all outstanding Series B Preferred Shares are to be redeemed, as provided in the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingIndenture. On and after the Redemption Date specified for the Securities or any portion thereof called for redemption, as applicable, interest shall cease to accrue on such Securities or any portion thereof called for redemption, unless the Company defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for such Securities or any portion thereof called for redemption, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Securities to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoeverRedemption Date, and (except if the rights of the holders thereof Redemption Date shall be solely limited to the right receive payment of the Redemption Pricean Interest Payment Date) accrued interest, if any. In the event If less than all of the shares represented Securities of this series are to be redeemed, the Depository shall select the Securities to be redeemed in accordance with its operational arrangements. If the Securities are not Global Notes held by the Depository, the Securities to be redeemed shall be selected by the Trustee by such certificate are redeemedmethod as the Trustee deems fair and appropriate; provided, however, that in no event shall Securities of a new certificate shall principal amount of $2,000 or less be issued representing the unredeemed sharesredeemed in part.

Appears in 1 contract

Sources: Indenture (Campbell Soup Co)

Optional Redemption. (Aa) The Series B Preferred Shares At any time prior to the Par Call Date (as defined below) in respect of the 2030 Notes, the 2040 Notes or the 2050 Notes, the Company may be redeemed by redeem the CompanySenior Notes of such series, in whole or in part, at its election, out of funds lawfully available therefor, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of a redemption is provided price equal to the holders greater of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120(i) 100% of the Series B Issue Price per share divided by principal amount of the number 2030 Notes, the 2040 Notes or the 2050 Notes to be redeemed and (ii) the sum of Common Shares issuable the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on conversion the 2030 Notes, the 2040 Notes or the 2050 Notes to be redeemed from the Redemption Date to the Par Call Date of each Series B Preferred Share under such series of Senior Notes, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to Treasury Rate plus 25 basis points in the Series B Original Issue Price per sharecase of the 2030 Notes, plus 25 basis points in the cash case of the 2040 Notes and plus 30 basis points in the case of the 2050 Notes, plus accrued and unpaid interest, if any, on the principal amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionSenior Notes being redeemed to, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Pricebut excluding, the Redemption Date. At any time on or after the Par Call Date in respect of a series of Senior Notes, and the place Company may redeem the Senior Notes of such series, in whole or in part, at which a redemption price equal to 100% of the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be principal amount of such Senior Notes being redeemed, plus accrued and unpaid interest, if any, on the number principal amount of Series B Preferred Shares to be the Senior Notes being redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fractionto, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after but excluding, the Redemption Date specified in the Redemption Notice(such redemption, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities“Par Call”), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by Unless the Company defaults in payment of the Redemption Price, all dividends interest will cease to accrue on the Series B Preferred Shares so Senior Notes or portions of the Senior Notes called for redemption on and after the Redemption Date. (b) Notice of any redemption of the Senior Notes shall cease be mailed or otherwise delivered in accordance with the applicable procedures of the Depository in accordance with Section 11.04 of the Base Indenture at least 10 days but not more than 60 days before the Redemption Date to accrueeach Holder of the 2030 Notes, such shares shall not be deemed the 2040 Notes or the 2050 Notes to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Priceredeemed. In the event If less than all of the shares represented by such certificate Senior Notes then Outstanding of any series are to be redeemed, the Trustee will select the particular Senior Notes of the series or portions thereof in accordance with Section 11.03 of the Base Indenture. (c) Notice of any redemption of the Senior Notes in connection with a new certificate transaction or an event may, at the Company’s discretion, be given prior to the completion or the occurrence thereof. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be issued representing satisfied, or such redemption may not occur and such notice may be rescinded in the unredeemed sharesevent that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Company shall, at its own cost and expense, provide, or arrange for written notice of any such delay, non-occurrence or rescission to be given to the holders of the Securities and the Trustee prior to the Redemption Date; provided that, at the Company’s written request provided to the Trustee prior to the Redemption Date, notice, prepared by the Company, of any such delay, non-occurrence or rescission shall be given by the Trustee in the name and at the expense of the Company. (d) For the purposes of this Section 1.06, the terms below are defined as follows:

Appears in 1 contract

Sources: Supplemental Indenture (Cigna Corp)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary of the Issuance Date, provided that at the or from time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal time prior to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon Maturity (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (of such redemption, the “Redemption Date”). Before making any redemptionThe Redemption Price prior to February 25, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice 2025 (the “Redemption NoticeApplicable Par Call Date”) stating will be equal to the number greater of: (i) 100% of Series B Preferred Shares that the Company proposes aggregate principal amount of the Notes to redeembe redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments, discounted to the Redemption PriceDate on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 45 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date on or after the Applicable Par Call Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to Price will equal 100% of the redemption. (B) If less than all outstanding Series B Preferred Shares are aggregate principal amount of the Notes to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fractionplus accrued interest thereon to, but not including, the numerator Redemption Date. Notwithstanding the foregoing, installments of which shall interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the total number Interest Payment Date to the registered Holders as of Series B Preferred Shares the close of business on the relevant Regular Record Date according to be redeemed the Notes and the denominator Indenture, subject to the applicable procedures of which shall be the total number of Series B Preferred Shares then outstandingDepositary. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption PriceDate. In the event If less than all of the shares Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by such certificate are redeemedGlobal Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a new certificate principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be issued representing electronically delivered or mailed at least 10 days but, in each case, not more than 60 days before the unredeemed sharesRedemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given 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 Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.

Appears in 1 contract

Sources: Sixteenth Supplemental Indenture (Intel Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this First Supplemental Indenture, at its electionshall apply to the Notes. (b) The Notes shall be redeemable, out of funds lawfully available thereforin each case, in whole at any time after or in part from time to time, at the third anniversary Company’s option. Upon redemption of the Issuance DateNotes, provided that at the time written notice of redemption is provided Company shall pay a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: (i) 100% of the Series B Issue Price per share divided by principal amount of the number Notes to be redeemed, and (ii) the sum of Common Shares issuable the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Redemption Date on conversion a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points, plus, in each Series B Preferred Share under case, accrued and unpaid interest thereon to the applicable Conversion RateRedemption Date. The Series B Preferred Shares Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be redeemed by a cash payment equal payable on the Interest Payment Date to the Series B Original Issue Price per share, plus registered Holders as of the cash amount close of any accumulated and unpaid dividends thereon (business on the “Redemption Price”) relevant record date according to the date Notes and the Indenture. (c) On and after the Redemption Date for the Notes, interest shall cease to accrue on which the Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price (of the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, Notes to each record holder of any Series B Preferred Shares, at the address shown be redeemed on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and (except if the place at which the shares to be redeemed Redemption Date shall be surrendered for the Redemption Pricean Interest Payment Date) accrued interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares to Notes shall be redeemed from each holder thereof under this in accordance with Section 9 3.2 of the Base Indenture. (d) Notice of any redemption shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after mailed at least 30 days but not more than 60 days before the Redemption Date specified to each Holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall be provided in accordance with Section 3.3 of the Base Indenture. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Redemption NoticeIndenture, each holder of Series B Preferred Shares the Notes called for redemption as aforesaidshall, upon presentation on the Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares Redemption Price, and accrued and unpaid interest, if any, to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From Date, and from and after the such Redemption Date specified (unless the Company shall default in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends on the Series B Preferred Shares so called for redemption if any) such Notes shall cease to accrue, such shares shall not be deemed bear interest. Installments of interest on the Notes to be outstanding for any purposes whatsoever, redeemed that are due and payable on Interest Payment Dates falling on or prior to the rights of the holders thereof Redemption Date shall be solely limited to payable on the right receive payment of Interest Payment Date in accordance with the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesIndenture.

Appears in 1 contract

Sources: First Supplemental Indenture (Bio Rad Laboratories Inc)

Optional Redemption. (Aa) The Series B Preferred Shares Company may be redeemed by redeem any series of the CompanyNotes, at its election, out of funds lawfully available thereforin whole or in part, at any time after prior to the third anniversary of the Issuance applicable Par Call Date, provided that at the time written notice of redemption is provided a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: (i) 100% of the Series B Issue Price per share divided principal amount of the Notes of the series to be redeemed, and (ii) the sum, as determined by a Quotation Agent, of the number present values of Common Shares issuable the Remaining Scheduled Payments of principal and interest on conversion the Notes of each Series B Preferred Share under such series to be redeemed (excluding any portion of such payments of interest accrued as of the Redemption Date and assuming that such Notes matured on the applicable Conversion Par Call Date), discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL(ICMA)) at the Comparable Bond Rate. The Series B Preferred Shares shall be redeemed by , plus 15 basis points, in the case of the 2022 Notes, 15 basis points, in the case of the 2025 Notes, 20 basis points, in the case of the 2031 Notes, 25 basis points, in the case of the 2039 Notes and 25 basis points, in the case of the 2049 Notes; plus, in each case, accrued and unpaid interest to, but not including, the Redemption Date. (b) At any time on and after the applicable Par Call Date, the Company may redeem the 2022 Notes, the 2025 Notes, the 2031 Notes, the 2039 Notes and the 2049 Notes at the Company’s option, in whole or in part, at a cash payment Redemption Price equal to 100% of the Series B Original Issue Price per shareprincipal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the cash amount Redemption Date. (c) Notwithstanding anything to the contrary in the Base Indenture, in the case of any accumulated and unpaid dividends thereon (redemption at the “Redemption Price”) election of the Company of less than all the Notes of any series, the Company shall, at least 10 days prior to the date on which the Company proposes to pay mails the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, notice of redemption to each record holder (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee and the Paying Agent of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the applicable Redemption Date, and of the place at which the shares principal amount of Notes of such series to be redeemed and, if applicable, of the tenor of the Notes to be redeemed. (d) Notwithstanding anything to the contrary in the Base Indenture, (i) notice of redemption shall be surrendered for the Redemption Price. The Redemption Notice must be mailed delivered not less than 15 nor more than 60 days nor less prior to the applicable Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Security Register and (ii) an Officers’ Certificate specifying the actual redemption price shall be sent to the Trustee no later than 30 two Business Days prior to the Redemption Date. A notice of redemption may, at the discretion of the Company, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date (including as it may be postponed). The Company will give notice of such redemption to the Trustee and the Paying Agent at least 10 days prior to the redemptiondate the Company mails the notice of redemption to each Holder (or such shorter time as may be acceptable to the Trustee). (Be) If less than all outstanding Series B Preferred Shares are to Notes may be redeemedredeemed in part in the minimum authorized denomination or in any integral multiple of such amount. (f) For purposes of this Section 3.01, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate following definitions are redeemed, a new certificate shall be issued representing the unredeemed shares.applicable:

Appears in 1 contract

Sources: Third Supplemental Indenture (Medtronic PLC)

Optional Redemption. (A) The Series B Preferred Shares may be redeemed by Notes are redeemable at the Company, at its Issuers’ election, out of funds lawfully available therefor, in whole or in part at any time after prior to their Stated Maturity. (a) The redemption price for the third anniversary of the Issuance DateNotes that are redeemed before November 15, provided that at the time written notice of redemption is provided 2030 will be equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: ARTICLE 1. 100% of the Series B Issue Price per share divided principal amount of the Notes to be redeemed; or ARTICLE 2. as determined by an Independent Investment Banker, the number sum of Common Shares issuable the present values of the remaining scheduled payments of principal and interest on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall Notes to be redeemed by (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a cash payment semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points, plus, in either of the above cases, accrued and unpaid interest to, but not including, the date of redemption on the Notes to be redeemed. (b) The redemption price for Notes that are redeemed on or after November 15, 2030 will be equal to the Series B Original Issue Price per sharesum of 100% of their principal amount, plus the cash amount of any accumulated accrued and unpaid dividends thereon interest to, but not including, the date of redemption on the Notes to be redeemed. Any such redemption may, at the discretion of the Issuers, be subject to one or more conditions precedent, including a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the discretion of the Issuers, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (the “Redemption Price”) provided that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was delivered), or such redemption may not occur and such notice may be rescinded in the Company proposes to pay event that any or all such conditions shall not have been satisfied or waived by the Redemption Price (the “Redemption Date”). Before making any date of redemption, or by the Company shall mail by certified or registered maildate of redemption as so delayed. Unless the Issuers default in the payment of the redemption price, return receipt requested, interest will cease to each record holder of any Series B Preferred Shares, at the address shown accrue on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder Notes or portions thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for applicable redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesdate.

Appears in 1 contract

Sources: Indenture (Wynn Resorts LTD)

Optional Redemption. (A) The Series B Preferred Shares Beginning on or after March 24, 2022, the Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary or from time to time prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price Notes (the “Redemption Date”). Before making If any redemptionor all of the Notes are redeemed on or after March 24, the Company shall mail by certified or registered mail2022 and before March 2, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem2024, the Redemption PricePrice will be equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date), assuming that such Notes matured on March 2, 2024, discounted to the Redemption Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate plus 15 basis points, plus, in either case, accrued interest thereon to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the place at which Redemption Date to the shares holder of record on the Regular Record Date. If any or all of the Notes are redeemed on or after March 2, 2024, the Redemption Price (calculated by the Company) will be equal to 100% of the principal amount of the Notes to be redeemed shall be surrendered for plus accrued and unpaid interest to, but not including, the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by Date for such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingNotes. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoeverRedemption Date, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Priceaccrued and unpaid interest, if any, on such Notes. In the event If less than all of the shares represented by such certificate Notes are to be redeemed, a new certificate the Notes to be redeemed shall be issued representing selected in accordance with the unredeemed sharesprocedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. Prior to January 15, 2023 (A) The Series B Preferred Shares may be redeemed by the Companydate that is one month prior to the scheduled maturity date for the 2023 Notes), the Company may, at its electionoption, out of funds lawfully available thereforredeem the 2023 Notes, in whole at any time after the third anniversary of the Issuance Dateor in part from time to time, provided that at the time written notice of a redemption is provided price equal to the holders greater of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by principal amount of the number of Common Shares issuable on conversion of each Series B Preferred Share 2023 Notes to be redeemed or a “make-whole” amount, plus in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date, as described under the applicable Conversion Ratecaption “Description of Notes—Optional Redemption” in the prospectus supplement. The Series B Preferred Shares shall be redeemed by a cash payment equal On or after January 15, 2023 (the date that is one month prior to the Series B Original Issue Price per share, plus scheduled maturity date for the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”2023 Notes). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Sharesmay, at its option, redeem the address shown on 2023 Notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the Company’s records, a written notice (principal amount of the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are 2023 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the number redemption date, as described under the caption “Description of Series B Preferred Shares Notes—Optional Redemption” in the prospectus supplement. Prior to April 15, 2025 (the date that is two months prior to the scheduled maturity date for the 2025 Notes), the Company may, at its option, redeem the 2025 Notes, in whole at any time or in part from time to time, at a redemption price equal to the greater of 100% of the principal amount of the 2025 Notes to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by or a fraction“make-whole” amount, plus in either case, accrued and unpaid interest, if any, thereon to, but excluding, the numerator redemption date, as described under the caption “Description of which shall Notes—Optional Redemption” in the prospectus supplement. On or after April 15, 2025 (the date that is two months prior to the scheduled maturity date for the 2025 Notes), the Company may, at its option, redeem the 2025 Notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the total number redemption date, as described under the caption “Description of Series B Preferred Shares Notes—Optional Redemption” in the prospectus supplement. Prior to April 15, 2027 (the date that is two months prior to the scheduled maturity date for the 2027 Notes), the Company may, at its option, redeem the 2027 Notes, in whole at any time or in part from time to time, at a redemption price equal to the greater of 100% of the principal amount of the 2027 Notes to be redeemed or a “make-whole” amount, plus in either case, accrued and unpaid interest, if any, thereon to, but excluding, the denominator redemption date, as described under the caption “Description of which shall be Notes—Optional Redemption” in the total number of Series B Preferred Shares then outstandingprospectus supplement. On or after April 15, 2027 (the date that is two months prior to the scheduled maturity date for the 2027 Notes), the Company may, at its option, redeem the 2027 Notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement. Prior to March 15, 2031 (the date that is three months prior to the scheduled maturity date for the 2031 Notes), the Company may, at its option, redeem the 2031 Notes, in whole at any time or in part from time to time, at a redemption price equal to the greater of 100% of the principal amount of the 2031 Notes to be redeemed or a “make-whole” amount, plus in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement. On or after March 15, 2031 (the date that is three months prior to the scheduled maturity date for the 2031 Notes), the Company may, at its option, redeem the 2031 Notes, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement. Notice of any redemption will be mailed at least 15 days but not more than 45 days before the redemption date to each holder of Notes to be redeemed. If money sufficient to pay the redemption price of and accrued interest on the Notes to be redeemed is deposited with the Trustee on or before the redemption date, on and after the Redemption Date specified in redemption date interest will cease to accrue on the Redemption Notice, each holder of Series B Preferred Shares Notes (or such portions thereof) called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares Notes will cease to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereofoutstanding. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesNone.

Appears in 1 contract

Sources: Terms Agreement (Altria Group, Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed by Company shall have the Companyoption to redeem the Notes pursuant to this Section 2.9 at any time, in whole or in part (or any portion thereof equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof), upon 30 days’ prior written notice, at its election, out of funds lawfully available therefor, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of a redemption is provided price in cash equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash principal amount of any accumulated and unpaid dividends thereon the Notes (the Redemption PricePrice ”) to be redeemed together with accrued and unpaid interest, if any, on the date on which principal amount of the Company proposes Notes redeemed to pay the Redemption Price Date. (the “b) At least 30 days before a Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, deliver a notice of redemption to each record holder Holder of any Series B Preferred Shares, Notes to be redeemed at the such Holder’s address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Pricebooks. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to notice shall identify the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares Notes to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after state: (1) the Redemption Date specified in Date; (2) the Redemption Notice, each holder of Series B Preferred Shares Price; (3) that Notes called for redemption as aforesaid, upon presentation must be presented and surrender at surrendered to the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares Company to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive collect the Redemption Price thereof. From and after the Redemption Date specified in the Redemption NoticePrice; (4) [INTENTIONALLY OMITTED]; (5) that, unless default shall be made by the Company defaults in making the payment of the Redemption Price, all dividends interest on the Series B Preferred Shares so Notes called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, accruing on and after the Redemption Date and the rights only remaining right of the holders thereof Holder shall be solely limited to the right receive payment of the Redemption Price. In Price plus accrued interest, if any, up to but not including the event less than all Redemption Date, upon presentation and surrender of the shares represented Notes by the Holders to the Company; and (6) if any Note is being redeemed in part, the portion of the principal amount of such certificate are redeemedNote to be redeemed and that, after the Redemption Date, upon presentation and surrender of such Note, a new certificate Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be issued. (c) Once notice of redemption is mailed, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice, together with accrued and unpaid interest, if any. Upon presentation and surrender to the Company, Notes called for redemption shall be issued representing paid at the unredeemed sharesRedemption Price, plus accrued interest up to but not including the Redemption Date.

Appears in 1 contract

Sources: Senior Secured Note Purchase Agreement (Focus Enhancements Inc)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Third Supplemental Indenture, at its election, out of funds lawfully available therefor, shall apply to the Notes with respect to this Section 1.3. (b) The Notes shall be redeemable in whole at any time after or in part from time to time, at the third anniversary Company’s option. Upon redemption of the Issuance DateNotes prior to March 15, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption2027, the Company shall mail by certified pay an Optional Redemption Price equal to the greater of: (i) 100% of the aggregate principal amount of the Notes to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 20 basis points, plus, in addition to such Optional Redemption Price accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Upon redemption of the Notes on or after March 15, 2027, the Company shall pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, as such at the address shown close of business on the Company’s recordsapplicable record date pursuant to the Notes and the Indenture. (c) On and after the Optional Redemption Date for the Notes, a written notice (interest shall cease to accrue on the “Redemption Notice”) stating the number of Series B Preferred Shares that Notes or any portion thereof called for redemption, unless the Company proposes to redeemdefaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price, Price of the Notes to be redeemed on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number Notes shall be redeemed in accordance with Section 3.02 of Series B Preferred Shares the Base Indenture. (d) Notice of any redemption shall be delivered at least 30 days but not more than 60 days before the Optional Redemption Date to each Holder of the Notes to be redeemed from each holder thereof under this Section 9 redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the greatest whole number generated by multiplying Trustee). Such notice shall be provided in accordance with Section 3.02 of the total number of Series B Preferred Shares held by Base Indenture. If the Optional Redemption Price cannot be determined at the time such holder by a fractionnotice is to be given, the numerator of which actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the total number Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified redemption having been given as provided in the Redemption NoticeIndenture, each holder of Series B Preferred Shares the Notes called for redemption as aforesaidshall, upon presentation on the Optional Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Optional Redemption Price, all dividends on and accrued and unpaid interest, if any, to, but excluding, the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Optional Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesDate.

Appears in 1 contract

Sources: Third Supplemental Indenture (Autodesk Inc)

Optional Redemption. (Aa) The Series B Preferred Shares On or after the applicable Par Call Date, the Company may be redeemed by redeem the CompanyNotes, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary of the Issuance Datein whole, provided that or from time to time in part, at the time written notice of redemption is provided a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by principal amount of the number of Common Shares issuable Notes to be redeemed, plus accrued and unpaid interest on conversion of each Series B Preferred Share under such principal amount being redeemed to, but excluding, the Optional Redemption Date. (b) Prior to the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by Par Call Date, the Company may redeem the Notes, at its option, at any time in whole, or from time to time in part, at a cash payment Redemption Price equal to the Series B Original Issue Price per share, plus greater of (1) 100% of the cash principal amount of any accumulated the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes to be redeemed, exclusive of interest accrued to the Optional Redemption Date, assuming that the Notes to be redeemed matured on the applicable Par Call Date, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 12.5 basis points in the case of the 2029 Notes and 20 basis points in the case of the 2049 Notes, plus, in each case, accrued and unpaid dividends thereon interest on such principal amount being redeemed to, but excluding, the Optional Redemption Date. (c) The Treasury Rate shall be calculated on the third Business Day preceding the Optional Redemption Price”) Date. The Company shall calculate the Redemption Price with respect to the date on which Notes in accordance with the terms and provisions of this Indenture. (d) On or before any Optional Redemption Date for the Notes, the Company proposes will deposit with a Paying Agent, or the Trustee, funds sufficient to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown and accrued and unpaid interest on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares such Notes to be redeemed shall be surrendered for the Redemption Priceon such date. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes of a series are to be redeemed, the number Trustee shall select in accordance with the procedures of Series B Preferred Shares DTC (or in accordance with such other method that the Trustee deems appropriate if such Notes are then in certificated form), not more than 60 days prior to the Optional Redemption Date the Notes of such series or portions Notes of such series to be redeemed. The Trustee may select for redemption Notes and portions of Notes in amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of any Note to be redeemed from each holder thereof under this Section 9 in part will not be less than $2,000, and shall thereafter promptly notify the Company in writing of the numbers of Notes to be redeemed, in whole or in part. (e) Notice of redemption shall be delivered not less than 15 nor more than 60 days prior to the greatest whole number generated Optional Redemption Date, to each Holder of such series of Notes to be redeemed, at his address appearing in the Security Register. Notice of any redemption in connection with a corporate transaction that is pending (including an equity offering, an incurrence of indebtedness or a Change of Control) may, at the Company’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of such corporate transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived by multiplying the total number Optional Redemption Date. The Company shall notify Holders of Series B Preferred Shares held by any such holder by a fractionrescission as soon as practicable after determining that it will not be able satisfy or otherwise waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares Notes called for redemption as aforesaid, upon presentation will become due and surrender payable on the Optional Redemption Date and at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the applicable Redemption Price, all dividends on plus accrued and unpaid interest to, but excluding, the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Optional Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesDate.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (S&P Global Inc.)

Optional Redemption. (Ai) The Series B Preferred Shares may be redeemed 2020A Bonds are subject to redemption prior to maturity at the option of the Authority as a whole or in part (in accordance with procedures of DTC, so long as DTC or Cede & Co., as its nominee, is the Owner, and otherwise by lot in such manner as the CompanyTrustee in its discretion deems proper), on any Business Day on and after January 1, 2031, subject to applicable notice, at a Redemption Price equal to the principal amount thereof, without premium, plus accrued interest up to but not including the redemption date. (ii) The Series 2020B Bonds are subject to redemption prior to maturity at the option of the Authority as a whole or in part (in accordance with procedures of DTC, so long as DTC or Cede & Co., as its electionnominee, out is the Owner, and otherwise by lot in such manner as the Trustee in its discretion deems proper), on any Business Day on and after January 1, 2031, subject to applicable notice, at a Redemption Price equal to the principal amount thereof, without premium, plus accrued interest up to but not including the redemption date. (iii) The Series 2020B Bonds are subject to redemption at the option of funds lawfully available thereforthe Authority in whole or in part (in accordance with procedures of DTC, so long as DTC or Cede & Co., as its nominee, is the Owner, and otherwise by lot in such manner as the Trustee in its discretion deems proper), at any time after prior to January 1, 2031, at a Redemption Price equal to the third anniversary greater of: (A) 100% of the Issuance Date, provided that at the time written notice of redemption is provided to the holders principal amount of the Series B Preferred Shares 2020B Bonds to be redeemed; or (B) the Common Shares have a Common Share Fair Market Value that is greater than 120% sum of the Series B Issue Price per share divided by present value of the number remaining scheduled payments of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal principal and interest to the stated maturity date of such Series B Original Issue Price per share2020B Bonds to be redeemed, plus the cash amount not including any portion of any accumulated those payments of interest accrued and unpaid dividends thereon (as of the “Redemption Price”) date on which such Series 2020B Bonds are to be redeemed, discounted to the date on which the Company proposes such Series 2020B Bonds are to pay the Redemption Price (the “Redemption Date”). Before making any redemptionbe redeemed on a semiannual basis, the Company shall mail by certified or registered mail, return receipt requested, to each record holder assuming a 360-day year consisting of any Series B Preferred Sharestwelve 30-day months, at the address shown Treasury Rate plus (i) 10 basis points for the Series 2020B Bonds maturing on January 1 in the Company’s recordsyears 2022 through 2025, a written notice (ii) 15 basis points for the “Redemption Notice”Series 2020B Bonds maturing on January 1 in the years 2026 through 2030, (iii) stating 20 basis points for the number of Series B Preferred Shares that 2020B Bonds maturing on January 1 in the Company proposes to redeem, the Redemption Price, the Redemption Dateyears 2031 and 2032, and the place at which the shares to be redeemed shall be surrendered (iv) 25 basis points for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed2020B Bonds maturing on January 1, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.2033,

Appears in 1 contract

Sources: Eighteenth Supplemental Trust Agreement

Optional Redemption. (Aa) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to: (i) redeem a Series or Class of Term Notes in whole or in part (so long as, in the case of any partial redemption, such redemption is funded using the proceeds of the issuance and sale of one or more new Classes of Notes as further specified in the related Indenture Supplement or from any other cash or funds of PLS and not Collections on MSRs) on a date specified in the applicable Indenture Supplement or on any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Initial Note Balance and (ii) redeem a Series or Class of Variable Funding Notes in whole or in part on a date specified in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1, it will cause the Issuer to notify the Indenture Trustee and the Noteholders of such redemption at least five (5) days prior to the Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Base Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Base Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest and other amounts due in respect of the Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Base Indenture and the related Indenture Supplement. (b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFNs has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation. (c) The Notes of any Series B Preferred Shares may or Class of Notes shall be redeemed subject to optional redemption under this Article XIII, in whole but not in part, by the CompanyIssuer, at its election, out of funds lawfully available therefor, at any time after through (i) the third anniversary use of the Issuance Dateproceeds of issuance and sale of a new Series of Notes issued hereunder, provided that at or (ii) the time written notice of redemption is provided to the holders use of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount proceeds received of any accumulated and unpaid dividends thereon (the “Redemption Price”) to amounts funded under any Variable Funding Notes on any Business Day after the date on which the Company proposes related Revolving Period ends, and on any Business Day within ten (10) days prior to pay the end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days’ (or other times specified in the related Indenture Supplement) prior notice to the Indenture Trustee and the Noteholders. Following issuance of the Redemption Price Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the applicable Redemption Amount on the date set for such redemption (the “Redemption Date”). Before making . (d) The Issuer may redeem any redemptionSeries or Class of Notes through (i) the use of proceeds from the issuance and sale of a new Series or Class of Notes issued hereunder, or (iii) the use of proceeds received following a VFN Note Balance Adjustment Request, on any other Business Day specified in the related Indenture Supplement. (e) If necessary to avoid a Borrowing Base Deficiency, the Company shall mail by certified or registered mail, return receipt requested, to each record holder Notes of any Series B Preferred Sharesor Class of Variable Funding Notes shall be subject to repayment by the Issuer, at in whole or in part, up to the address shown amount necessary to avoid a Borrowing Base Deficiency, using any other cash or funds of the Issuer other than Collections on the CompanyParticipation Certificates (Collections for this purpose include payments of the PMH Repurchase Price), upon one (1) Business Day’s records, a written prior notice (from the “Redemption Notice”) stating Issuer to the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, Indenture Trustee and the place at which related VFN Noteholders. Any such repayment pursuant to this Section 13.1(e) shall reduce the shares to principal balance of such Variable Funding Notes but shall not result in a reduction of any funding commitments related thereto or the Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of such Variable Funding Notes and the Issuer) and (ii) may be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemptionmade on a non-pro rata basis with other Series of Variable Funding Notes. (Bf) If less than all outstanding Series B Preferred Shares are to be redeemedNotwithstanding any other provision of this Base Indenture, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for early redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited Issuer set forth in this Section 13.1 are in addition to, the Issuer’s rights set forth in Section 2.01(b)(ii) to remove as Collateral the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesParticipation Certificates and Mortgage Pools.

Appears in 1 contract

Sources: Base Indenture (PennyMac Financial Services, Inc.)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after the third anniversary of the Issuance Date, provided that at the or from time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal time prior to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon Maturity (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (of such redemption, the “Redemption Date”). Before making any redemptionThe Redemption Price prior to April 11, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice 2022 (the “Redemption NoticeApplicable Par Call Date”) stating will be equal to the number greater of: (i) 100% of Series B Preferred Shares that the Company proposes aggregate principal amount of the Notes to redeembe redeemed; or (ii) the sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments, discounted to the Redemption PriceDate on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date on or after the Applicable Par Call Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to Price will equal 100% of the redemption. (B) If less than all outstanding Series B Preferred Shares are aggregate principal amount of the Notes to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fractionplus accrued interest thereon to, but not including, the numerator Redemption Date. Notwithstanding the foregoing, installments of which shall interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the total number Interest Payment Date to the registered Holders as of Series B Preferred Shares the close of business on the relevant Regular Record Date according to be redeemed the Notes and the denominator Indenture, subject to the applicable procedures of which shall be the total number of Series B Preferred Shares then outstandingDepositary. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption PriceDate. In the event If less than all of the shares Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by such certificate are redeemedGlobal Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a new certificate principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be issued representing electronically delivered or mailed at least 30 days (in the unredeemed sharescase of any Redemption Date prior to the Applicable Par Call Date) or 15 days (in the case of any Redemption Date on or after the Applicable Par Call Date) but, in each case, not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price.

Appears in 1 contract

Sources: Ninth Supplemental Indenture (Intel Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Supplemental Indenture, at its electionshall apply to the Notes with respect to this Section 1.3. (b) On and after their applicable Par Call Date, out the Notes of funds lawfully available thereforany series shall be redeemable, in whole at any time after the third anniversary of the Issuance Dateor in part from time to time, provided that at the time written notice of redemption is provided Company’s option, at an Optional Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by principal amount of the number Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date. Prior to their applicable Par Call Date, the Fixed Rate Notes of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares any series shall be redeemed by a cash payment equal redeemable, in whole at any time or in part from time to time, at the Series B Original Issue Price per share, plus Company’s option. Upon redemption of the cash amount Fixed Rate Notes of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionseries, the Company shall mail by certified or registered mailpay an Optional Redemption Price equal to the greater of: (i) 100% of the principal amount of the Fixed Rate Notes of such series to be redeemed, return receipt requestedand (ii) the sum of the present values of the Remaining Scheduled Payments of the Fixed Rate Notes of such series to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 7.5 basis points; plus, in each record holder of any Series B Preferred Sharescase, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes in addition to redeem, the such Optional Redemption Price, accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date. The Company shall calculate the Optional Redemption Price. (c) Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to any Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture. (d) On and after the applicable Optional Redemption Date for any series of the Notes, interest shall cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest, if any. On or before the Business Day prior to the Optional Redemption Date for any Notes to be redeemed, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of such Notes on the Optional Redemption Date, and (except if the place at which the shares to be redeemed date fixed for redemption shall be surrendered for the Redemption Pricean Interest Payment Date) accrued and unpaid interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes of any series are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder thereof under this Section 9 shall be selected, in the greatest whole number generated case of global securities, in accordance with applicable Depositary procedures and, in the case of definitive securities, in a manner the trustee deems fair and appropriate, unless otherwise required by multiplying law or applicable stock exchange requirements. (e) Notice of any optional redemption shall be transmitted at least 10 days but not more than 60 days before the total number applicable Optional Redemption Date to each Holder of Series B Preferred Shares held by the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such holder by notice (unless a fractionshorter notice shall be satisfactory to the Trustee). Any notice may, at the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the numerator notice shall state the nature of which such conditions precedent. Such notice shall be provided in accordance with Section 3.02 of the total number of Series B Preferred Shares Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be redeemed and given, the denominator of which shall be actual Optional Redemption Price applicable to the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified Notes that are being redeemed, calculated as described above in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed clause (or a properly executed affidavit of lost securitiesb), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled set forth in an Officers’ Certificate of the Company delivered to receive the Trustee no later than two (2) Business Days prior to the Optional Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited (subject to the right receive payment satisfaction or waiver of any applicable conditions precedent), on the Optional Redemption Date, become due and payable at the Optional Redemption Price. In , plus accrued and unpaid interest, if any, to, but excluding, the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesOptional Redemption Date.

Appears in 1 contract

Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares may At any time before July 8, 2024 (one month prior to the Stated Maturity) (the “Par Call Date”), the Notes shall be redeemed by redeemable on any one or more occasions, as a whole or in part, at the Company’s option, at its election, out of funds lawfully available therefor, at any time after the third anniversary of the Issuance Date, provided that at the time written notice of a redemption is provided price equal to the holders greater of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120(1) 100% of the Series B Issue Price per share divided by aggregate principal amount of the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall Notes to be redeemed and (2) as determined by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemptionan Independent Investment Banker, the Company shall mail by certified or registered mail, return receipt requested, to each record holder sum of any Series B Preferred Shares, at the address shown present values of all remaining scheduled payments of principal and interest on the Company’s recordsNotes to and including the Par Call Date (not including any portion of such payments of interest accrued to, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Pricebut excluding, the Redemption Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points; plus, in the case of each of clause (1) or (2), accrued and unpaid interest thereon to, but excluding, the place Redemption Date. (b) On or after the Par Call Date, the Notes shall be redeemable on any one or more occasions, as a whole or in part, at which the shares Company’s election, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed shall be surrendered for redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Price. Date. (c) In the case of any redemption pursuant to this Section 4.02, such redemption is 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 before the relevant Redemption Date. (d) The Redemption Notice must Company will prepare and give, or cause to be mailed given, a notice of redemption to each holder of Notes of a series to be redeemed, with a copy to the Trustee, at least 15 and not more than 60 days nor less than 30 calendar days prior to the date fixed for redemption. Notice of any such redemption may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent, including in connection with any corporate transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time (provided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. (Be) If less than all outstanding Series B Preferred Shares are Unless the Company defaults in the payment of the redemption price and subject to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date any condition as specified in the Redemption Noticerelevant redemption notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in interest will cease to accrue on such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive Notes on the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesDate.

Appears in 1 contract

Sources: First Supplemental Indenture (Las Vegas Sands Corp)

Optional Redemption. The Company may redeem the Securities in whole at any time or from time to time in part prior to their Stated Maturity, at its option, pursuant to the following terms: (Aa) The Series B Preferred Shares may At any time before May 22, 2023, the redemption price shall be equal to the greater of (i) 100% of the aggregate principal amount of the Securities to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of such Securities, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 25 basis points, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The redemption price shall be determined by the Company and the Trustee shall have no duty to verify any such determination made by the Company, at its election, out of funds lawfully available therefor, at . (b) At any time on or after May 22, 2023, the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided price shall be equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by aggregate principal amount of the number Securities to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. Notwithstanding the foregoing, installments of Common Shares issuable interest on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares Securities that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be redeemed by a cash payment equal payable on the Interest Payment Date to the Series B Original Issue Price per shareregistered Holders as of the close of business on the relevant Record Date in accordance with the provisions of the Securities and the Indenture. On and after the redemption date for the Securities, plus the cash amount of interest shall cease to accrue on such Securities or any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which portion thereof called for redemption, unless the Company proposes to pay defaults in the Redemption Price (payment of the “Redemption Date”)redemption price and accrued interest, if any. Before making any redemptionOn or before the redemption date for the Securities, the Company shall mail by certified deposit with the Trustee or registered mail, return receipt requested, a Paying Agent funds sufficient to each record holder pay the redemption price of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares Securities to be redeemed on the redemption date, and (except if the redemption date shall be surrendered for the Redemption Pricean Interest Payment Date) accrued interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Securities are to be redeemed, the number of Series B Preferred Shares Securities to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated selected pro rata or by multiplying the total number of Series B Preferred Shares held lot or by such holder method as the Trustee shall deem fair and appropriate, in accordance with the procedures of the Depositary unless otherwise required by law or applicable stock exchange or Depositary requirements; provided, however, that in no event shall Securities of a fraction, the numerator principal amount of which $2,000 or less be redeemed in part. Notice of any redemption shall be delivered at least 15 days but not more than 60 days before the total number of Series B Preferred Shares redemption date to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice Holder of the certificate or certificates representing the Series B Preferred Shares Securities to be redeemed (with a copy to the Trustee). The Trustee shall, at the Company’s written request (delivered to the Trustee at least five Business Days prior to the date such notice is to be sent (or such shorter period as the Trustee may agree) with a properly executed affidavit copy of lost securities)such notice) give the notice of redemption in the Company’s name and at the Company’s expense. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, properly endorsed the actual redemption price, calculated as set forth in blank for transfer or accompanied by proper instruments of assignment in blankthe Indenture, shall be entitled set forth in an Officer’s Certificate delivered to receive the Redemption Price thereofTrustee no later than two Business Days prior to the redemption date. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Securities called for redemption shall cease to accruebecome due and payable on the redemption date and at the applicable redemption price, such shares shall not be deemed to be outstanding for any purposes whatsoeverplus accrued and unpaid interest, and if any, to, but excluding, the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesredemption date.

Appears in 1 contract

Sources: Second Supplemental Indenture (Marvell Technology, Inc.)

Optional Redemption. (Aa) The Series B Preferred Shares Except as described in Section 16.02, prior to October 6, 2016, the Company may be redeemed by not redeem the CompanyNotes. On or after October 6, at its election2016, out of funds lawfully available therefor, at the Company may redeem any time after the third anniversary or all of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have Notes on any Business Day (a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”) in cash at the Redemption Price; provided that the Last Reported Sale Price of the Common Shares for at least 20 Trading Days (whether or not consecutive) during a period of 30 consecutive Trading Days ending within five Trading Days immediately prior to the date of the Redemption Notice exceeds 130% of the Conversion Price on each applicable Trading Day. (b) The Company shall give Redemption Notice not less than 30 Scheduled Trading Days nor more than 60 calendar days immediately preceding the Redemption Date to all Holders of Notes on the date of the redemption notice at their addresses shown in the Note Register (such notice, a “Redemption Notice”), with a copy to the Trustee and the Paying Agent (if other than the Trustee). Before making The Redemption Notice shall identify the Notes and the aggregate principal amount thereof to be redeemed pursuant to the redemption and shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) that Holders have a right to convert the Notes called for redemption upon satisfaction of the requirements set forth in Section 14.01(b); (iv) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be the close of business on the Business Day immediately preceding the Redemption Date; (v) the Conversion Rate (including, if applicable, any increase pursuant to Section 14.03) and the Settlement Method that shall apply during the redemption period; (vi) the names and addresses of the Paying Agent and the Conversion Agent; (vii) the procedures a Holder must follow to convert its Notes; (viii) the CUSIP number or numbers, as the case may be, of the Notes to be redeemed; and (ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and that on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. At the Company’s request, the Trustee shall give the Redemption Notice in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least three Business Days prior to the date that the notice is required to be given to the Holders (unless a shorter notice period shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The Company shall issue a press release (and make the press release available on its website) announcing the redemption. (c) If the Company does not redeem all of the Notes, the Trustee shall select the Notes to be redeemed in principal amounts of $1,000 or integral multiples of $1,000, from Notes then outstanding and not already to be redeemed as a result of having previously been called for redemption, by lot, pro rata to the extent practicable or by another method the Trustee routinely uses, and in each case to the extent permitted by the Depositary. If the Trustee selects a portion of a Holder’s Notes for partial redemption and such Holder converts a portion of such Holder’s Note, the converted portion shall be deemed to be from the portion selected for redemption to the extent that the converted portion does not exceed the portion selected for redemption. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and the principal amount thereof to be redeemed. If any Notes are to be redeemed in part only, the Company shall issue new Notes in principal amount equal to the unredeemed principal portion thereof. (d) As provided in Section 14.01(b)(v), with respect to any Notes that are converted in connection with a Redemption Notice, the Company shall, if applicable, increase the Conversion Rate for the Notes so surrendered for conversion by a number of Additional Shares, if any, in accordance with Section 14.03. In addition, the Company shall pay accrued and unpaid interest on such Notes to, but not including, the Conversion Date. (e) No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date. (f) If, by 11:00 a.m., New York City time, on the applicable Redemption Date, the Paying Agent holds money sufficient to make payment of the Redemption Price on all the Notes or portions thereof that are to be redeemed on such Redemption Date, then: (i) such Notes shall cease to be outstanding; (ii) interest shall cease to accrue on such Notes; and (iii) all other rights of the Holders of such Notes shall terminate (other than (x) the right to receive the Redemption Price and (y) if the Redemption Date falls after a Regular Record Date but on or prior to the related Interest Payment Date, the right of the Holder of record on the Regular Record Date to receive the related interest payment). The Paying Agent shall return to the Company, as soon as practicable and upon receipt of written instructions, any money not required for that purpose. (g) If the Redemption Price of any Note shall not be fully and duly paid in accordance with this Section 16.01, the portion of the Redemption Price that is not so paid shall bear interest pursuant to Section 2.03, and such Note shall continue to be convertible pursuant to Article 14, until such Redemption Price and accrued interest have been paid. (h) Until the Company’s borrowings under the Senior Credit Facility are repaid in full and the agreement governing the Senior Credit Facility has been terminated or until the Senior Credit Facility has been amended to permit the Company to exercise the optional redemption, the Company shall mail by certified or registered mail, return receipt requested, not redeem the Notes pursuant to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares16.01.

Appears in 1 contract

Sources: Indenture (B2gold Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article III of the Base Indenture, as amended by the Companyprovisions of this Supplemental Indenture, at its electionshall apply to the Notes with respect to this Section 1.3. (b) Prior to the Par Call Date, out of funds lawfully available thereforthe Notes shall be redeemable, in whole or in part, at any time after and from time to time, at the third anniversary Company’s option, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) the sum of the Issuance present values of the remaining scheduled payments of principal and interest thereon discounted to the Optional Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the Optional Redemption Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120and (2) 100% of the Series B Issue Price per share divided by principal amount of the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall Notes to be redeemed by a cash payment equal redeemed, plus, in either case, accrued and unpaid interest thereon to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Optional Redemption Date”). Before making any redemption. (c) On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Optional Redemption Date. (d) The Company’s actions and determinations in determining the redemption price shall mail by certified be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no obligation to determine or registered mail, return receipt requested, to each record holder verify any determination of the redemption price. (e) Notice of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed redemption shall be surrendered for mailed or electronically delivered (or otherwise transmitted in accordance with the Redemption Price. The Redemption Notice must be mailed Depositary’s procedures) at least 10 days but not more than 60 days nor less than 30 days prior before the Optional Redemption Date to the redemptioneach holder of Notes to be redeemed. (Bf) In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair; provided that in the case of Global Securities, the selection of notes for redemption shall be made in accordance with the Depository’s applicable procedures. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If less than all outstanding Series B Preferred Shares are any Note is to be redeemed in part only, the notice of redemption that relates to the Note shall state the portion of the principal amount of the Note to be redeemed, . A new Note in a principal amount equal to the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice unredeemed portion of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate Note shall be issued representing in the unredeemed sharesname of the holder of the Note.

Appears in 1 contract

Sources: Supplemental Indenture (Applied Materials Inc /De)

Optional Redemption. (A) The Series B Preferred Shares Issuer may be redeemed by redeem the CompanyNotes in whole or in part, at its election, out of funds lawfully available thereforoption, at any time after or from time to time prior to maturity on at least 30 days, but not more than 60 days, prior notice mailed to the third anniversary registered address of each Holder of the Issuance Date, provided that at the time written notice of redemption is provided to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price Notes (the “Redemption Date”). Before making any redemptionThe redemption price will be equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; or (ii) as determined by the Quotation Agent, the Company shall mail by certified or registered mailsum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Pricebut not including, the Redemption Date, and the place at which the shares ) discounted to be redeemed shall be surrendered for the Redemption Price. The Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the sum of the Treasury Rate plus 10 basis points, plus, in either case, accrued interest thereon to, but not including, the Redemption Notice must be mailed not more than 60 days nor less than 30 days Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the redemption. (B) If less than all outstanding Series B Preferred Shares are Redemption Date to be redeemed, the number holder of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be record on the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstandingRegular Record Date. On and after the Redemption Date specified for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoeverRedemption Date, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Priceaccrued and unpaid interest, if any, on such Notes. In the event If less than all of the shares represented by such certificate Notes are to be redeemed, a new certificate the Notes to be redeemed shall be issued representing selected in accordance with the unredeemed sharesprocedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $1,000 or less be redeemed in part. Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. (Aa) The Series B Preferred Shares Company may be redeemed by redeem any series of the Company, at its election, out of funds lawfully available therefor2028 Notes and 2033 Notes, at any time after prior to the third anniversary of the Issuance applicable Par Call Date, provided that at the time written notice of redemption is provided a Redemption Price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120of: (i) 100% of the Series B Issue Price per share divided by principal amount of the number Notes to be redeemed, and (ii) the sum of Common Shares issuable the present values of the Remaining Scheduled Payments of the Notes to be redeemed, discounted to the Redemption Date on conversion a semi-annual basis (assuming a 360-day year consisting of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by twelve 30-day months) using a cash payment discount rate equal to the Series B Original Issue Treasury Rate plus 15 basis points in the case of the 2028 notes, and 20 basis points in the case of the 2033 notes; plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. (b) At any time on or after the applicable Par Call Date, the Company may redeem any series of the Notes, in whole or in part, at any time and from time to time, at a Redemption Price per shareequal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the cash amount applicable Redemption Date. (c) Notwithstanding anything to the contrary in the Base Indenture, in the case of any accumulated and unpaid dividends thereon (redemption at the “Redemption Price”) election of the Company, the Company shall, at least 10 days prior to the date on which the Company proposes to pay mails the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, notice of redemption to each record holder (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the applicable Redemption Date, and of the place at which the shares principal amount of Notes of such series to be redeemed and, if applicable, of the tenor of the Notes to be redeemed. (d) Notice of redemption shall be surrendered for the Redemption Price. The Redemption Notice must be mailed delivered not less than 10 nor more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares are applicable Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 Security Register and (ii) an Officers’ Certificate specifying the actual Redemption Price shall be sent to the greatest whole number generated by multiplying Trustee no later than two Business Days prior to the total number Redemption Date. A notice of Series B Preferred Shares held by redemption may, at the discretion of the Company, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction, provided that if such holder by a fractionredemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after Company’s discretion, the Redemption Date specified may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in event that any or all such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied conditions shall not have been satisfied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified (including as it may be postponed). (e) Notes may be redeemed in part in the Redemption Noticeminimum authorized denomination or in any integral multiple of such amount. (f) For purposes of this Section 3.01, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate following definitions are redeemed, a new certificate shall be issued representing the unredeemed shares.applicable:

Appears in 1 contract

Sources: Seventh Supplemental Indenture (Medtronic PLC)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed Prior to the Conversion Date, the Project Bonds are subject to redemption by the Issuer, at the option of the Company, at its election, out of funds lawfully available therefor, in whole at any time after or in part in integral multiples of $100,000 on any Interest Payment Date on a date selected by the third anniversary of the Issuance Date, provided that Company at the time written notice of redemption is provided a price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided principal amount redeemed plus accrued interest to the redemption date. Prior to the Expiration Date of the Letter of Credit any such redemption shall be made solely from Available Moneys. (b) After the Conversion Date, the Project Bonds are subject to redemption by the number of Common Shares issuable on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by a cash payment equal to the Series B Original Issue Price per share, plus the cash amount of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred SharesIssuer, at the address shown on option of the Company’s records, in whole at any time or, to the extent permitted by Section 4.3(c) of the Loan Agreement, in part in integral multiples of $5,000 on any Interest Payment Date, at a written notice redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date, in the event of (1) condemnation of the “Redemption Notice”Facilities or any part thereof to the extent provided in Section 4.3(c) stating of the number of Series B Preferred Shares that Loan Agreement or (2) exercise by the Company proposes of its prepayment option as provided in Section 4.3(d) of the Loan Agreement. Prior to redeemthe Expiration Date of the Letter of Credit, any such redemption shall be made solely from Available Moneys. (c) After the Conversion Date, the Redemption PriceProject Bonds are subject to redemption by the Issuer, at the option of the Company, on or after the First Optional Redemption Date, in whole at any time or in part on any Interest Payment Date in integral multiples of $5,000, on a date selected by the Company at the redemption prices (expressed as percentages of the principal amount redeemed) set forth in the following table plus accrued interest to the redemption date: Redemption Redemption Dates Prices -------- First optional Redemption Date through 103% the following November 30 First Anniversary of the First Optional Redemption Date through the following November 30 102% Second Anniversary of the First optional Redemption Date through the following November 30 101% Third Anniversary of the First Optional Redemption Date and thereafter 100% Prior to the place at which Expiration Date of the shares to be redeemed Letter of Credit, any such redemption shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemptionmade from Available Moneys. (Bd) If less than all outstanding Series B Preferred Shares of the Project Bonds are to be redeemed, the number of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender (regardless of whether such redemption is at the place designated in such notice option of the certificate Company or certificates representing pursuant to any mandatory redemption provisions of the Series B Preferred Shares Indenture), the selection of Project Bonds or portions thereof to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From and after the Redemption Date specified in the Redemption Notice, unless default called shall be made by lot in such manner as the Trustee shall determine; provided, however, that Project Bonds held by the Bank as a result of any draw under the Letter of Credit shall be selected for redemption prior to any other Project Bonds. (e) The Issuer, or the Company in payment on behalf of the Redemption PriceIssuer, all dividends shall give the Trustee written notice of an election to redeem Project Bonds pursuant to this Section 5 at least ten (10) Business Days prior to the latest day on which the Trustee may give the Bondholders notice of redemption pursuant to subsection (a) of Section 9 of this Bond Legislation, provided, however, that prior to the Expiration Date of the Letter of Credit, no such notice shall be deemed effective unless at the time such notice is received by the Trustee the Trustee is holding sufficient Available Moneys to pay the principal of and premium, if any, and interest on the Series B Preferred Shares so called for redemption shall cease to accrue, such shares shall not be deemed Project Bonds to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

Appears in 1 contract

Sources: Trust Agreement (Sterigenics International)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the Companyprovisions of this Supplemental Indenture, shall apply to the Notes. (b) At any time and from time to time, the Notes shall be redeemable, as a whole or in part, at its election, out of funds lawfully available therefor, at the Company’s option. The Redemption Price for any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided Notes redeemed prior to the holders Applicable Par Call Date will equal the greater of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120(i) 100% of the Series B Issue Price per share divided aggregate principal amount of the Notes to be redeemed or (ii) the sum, as determined by the number Independent Investment Banker based on the Reference Treasury Dealer Quotations, of Common Shares issuable the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on conversion a semi-annual basis (assuming a 360-day year consisting of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by twelve 30-day months) using a cash payment discount rate equal to the Series B Original Issue Treasury Rate plus 12.5 basis points, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes. On or after the Applicable Par Call Date for the Notes, the Redemption Price per sharewill equal 100% of the aggregate principal amount of the Notes to be redeemed, plus the cash amount of any accumulated accrued and unpaid dividends interest thereon to, but not including, the Redemption Date for such Notes. (c) On and after the applicable Redemption Price”) Date, interest will cease to the date accrue on which such Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for any Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price (of the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, Notes to each record holder of any Series B Preferred Shares, at the address shown be redeemed on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. The Company need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof under for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption in whole or in part. (d) Notice of any redemption pursuant to this Section 9 4.01 shall be electronically delivered or mailed at least 30 days (in the greatest whole number generated by multiplying case of any redemption of Notes prior to the total number Applicable Par Call Date) or 15 days (in the case of Series B Preferred Shares held by any redemption of Notes with a Redemption Date on or after the Applicable Par Call Date for such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after Notes) but in each case not more than 60 days before the Redemption Date specified in to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the place designated in time the notice is given. If the Redemption Price cannot be determined at the time such notice of the certificate or certificates representing the Series B Preferred Shares is to be redeemed given, the actual Redemption Price, calculated as described above in clause (or a properly executed affidavit of lost securitiesb), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled set forth in an Officer’s Certificate delivered to receive the Trustee no later than two Business Days prior to the Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, become due and the rights of the holders thereof shall be solely limited to the right receive payment of payable on the Redemption Date and at the applicable Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.

Appears in 1 contract

Sources: Tenth Supplemental Indenture (Intel Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed provisions of Article Eleven of the Base Indenture, as amended by the Companyprovisions of this Second Supplemental Indenture, shall apply to the Notes. (b) The 2016 Notes and, prior to October 15, 2020, the 2021 Notes shall be redeemable, in each case, in whole at any time or in part from time to time, at its electionthe Company’s option. Upon redemption of the Notes, out the Company shall pay a Redemption Price equal to the greater of: (i) 100% of funds lawfully available thereforthe principal amount of the 2016 Notes or the 2021 Notes to be redeemed, as the case may be, and (ii) the sum of the present values of the Remaining Scheduled Payments of the 2016 Notes or the 2021 Notes to be redeemed, as the case may be, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points in the case of the 2016 Notes and 30 basis points in the case of the 2021 Notes, plus, in each case, accrued and unpaid interest thereon to the Redemption Date. Commencing on October 15, 2020, the 2021 Notes shall be redeemable, in whole or in part, at any time after the third anniversary of the Issuance Dateand from time to time, provided that at the time written notice of Company’s option, at a redemption is provided price equal to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120100% of the Series B Issue Price per share divided by principal amount of the number 2021 Notes being redeemed plus accrued and unpaid interest to the Redemption Date. Notwithstanding the foregoing, installments of Common Shares issuable interest on conversion of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares series of Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be redeemed by a cash payment equal payable on the Interest Payment Date to the Series B Original Issue Price per share, plus registered holders as of the cash amount close of any accumulated and unpaid dividends thereon (business on the “Redemption Price”) relevant record date according to the date Notes and the Indenture. (c) On and after the Redemption Date for the Notes, interest shall cease to accrue on which the Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price (of the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, Notes to each record holder of any Series B Preferred Shares, at the address shown be redeemed on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and (except if the place at which the shares to be redeemed Redemption Date shall be surrendered for the Redemption Pricean Interest Payment Date) accrued interest, if any. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes are to be redeemed, the number of Series B Preferred Shares to Notes shall be redeemed from each holder thereof under this in accordance with Section 9 1103 of the Base Indenture. (d) Notice of any redemption shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after mailed at least 30 days but not more than 60 days before the Redemption Date specified in the Redemption Notice, to each holder of Series B Preferred Shares the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall be provided in accordance with Section 1104 of the Base Indenture. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption as aforesaidshall, upon presentation on the Redemption Date, become due and surrender payable at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares Redemption Price, and accrued and unpaid interest, if any, to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price thereof. From Date, and from and after the such Redemption Date specified (unless the Company shall default in the Redemption Notice, unless default shall be made by the Company in payment of the Redemption PricePrice and accrued interest, all dividends on the Series B Preferred Shares so called for redemption if any) such Notes shall cease to accrue, such shares shall not be deemed bear interest. Installments of interest on the Notes to be outstanding for any purposes whatsoever, redeemed that are due and payable on Interest Payment Dates falling on or prior to the rights of the holders thereof Redemption Date shall be solely limited to payable on the right receive payment of Interest Payment Date in accordance with the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesIndenture.

Appears in 1 contract

Sources: Second Supplemental Indenture (Life Technologies Corp)

Optional Redemption. (Aa) The Series B Preferred Shares may be redeemed Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the Companyprovisions of this Supplemental Indenture, shall apply to the Notes. (b) At any time and from time to time, the Notes of either series shall be redeemable, as a whole or in part, at its election, out of funds lawfully available therefor, at the Company’s option. The Redemption Price for any time after the third anniversary of the Issuance Date, provided that at the time written notice of redemption is provided Notes redeemed prior to the holders Applicable Par Call Date will equal the greater of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120(i) 100% of the Series B Issue Price per share divided aggregate principal amount of the Notes to be redeemed or (ii) the sum, as determined by the number Independent Investment Banker based on the Reference Treasury Dealer Quotations, of Common Shares issuable the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on conversion a semi-annual basis (assuming a 360-day year consisting of each Series B Preferred Share under the applicable Conversion Rate. The Series B Preferred Shares shall be redeemed by twelve 30-day months) using a cash payment discount rate equal to the Series B Original Issue Treasury Rate plus 10 basis points, in the case of the 2029 Notes, and 15 basis points, in the case of the 2049 Notes, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes. On or after the Applicable Par Call Date, the Redemption Price per sharewill equal 100% of the aggregate principal amount of the 2029 Notes or the 2049 Notes, as the case may be, to be redeemed, plus the cash amount of any accumulated accrued and unpaid dividends interest thereon to, but not including, the Redemption Date for such Notes. (c) On and after the Redemption Price”) Date for a series of Notes, interest will cease to the date accrue on which such Notes or any portion thereof called for redemption, unless the Company proposes defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price (of the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, Notes to each record holder of any Series B Preferred Shares, at the address shown be redeemed on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed shall be surrendered for the Redemption Price. The Redemption Notice must be mailed not more than 60 days nor less than 30 days prior to the redemption. (B) If less than all outstanding Series B Preferred Shares of the Notes of a series are to be redeemed, the number of Series B Preferred Shares Notes to be redeemed from each holder shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. The Company need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof under for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption in whole or in part. (d) Notice of any redemption pursuant to this Section 9 4.01 shall be the greatest whole number generated by multiplying the total number of Series B Preferred Shares held by such holder by a fraction, the numerator of which shall be the total number of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after electronically delivered or mailed at least 10 days but in each case not more than 60 days before the Redemption Date specified in to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the place designated in time the notice is given. If the Redemption Price cannot be determined at the time such notice of the certificate or certificates representing the Series B Preferred Shares is to be redeemed given, the actual Redemption Price, calculated as described above in clause (or a properly executed affidavit of lost securitiesb), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled set forth in an Officer’s Certificate delivered to receive the Trustee no later than two Business Days prior to the Redemption Price thereofDate. From and after the Redemption Date specified Notice of redemption having been given as provided in the Redemption NoticeIndenture, unless default shall be made by the Company in payment of the Redemption Price, all dividends on the Series B Preferred Shares so Notes called for redemption shall cease become due and payable on the Redemption Date and at the applicable Redemption Price. (e) Notice of any redemption of Notes pursuant to accruethis Section 4.01 may, at the Company’s discretion, be given 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 or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such shares notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. (f) The Company shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Company shall not be deemed able or willing to be outstanding for any purposes whatsoeverwaive such conditions precedent. Once notice of redemption is mailed or sent, and the rights of the holders thereof shall be solely limited subject to the right receive payment satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Price. In Date and at the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesapplicable Redemption Price as set forth in this Section 4.01.

Appears in 1 contract

Sources: Thirteenth Supplemental Indenture (Intel Corp)

Optional Redemption. (A) The Series B Preferred Shares Prior to the Par Call Date, the Issuer may be redeemed by redeem the Company, Notes at its electionoption, out of funds lawfully available thereforin whole or in part, at any time and from time to time, at the redemption price calculated by the Issuer (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed, assuming that such Notes matured on the Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate plus 35 basis points, less (b) interest accrued to the redemption date, and • 100% of the principal amount of such Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes, if any, to, but excluding, the redemption date. At any time and from time to time on or after the third anniversary Par Call Date, the Issuer may redeem the Notes, at its option, in whole or in part, at a redemption price equal to 100% of the Issuance Dateprincipal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes, if any, to, but excluding, the redemption date. Solely for calculating the applicable interest rate for determining accrued and unpaid interest to the redemption date for the Notes, if any, and the remaining scheduled payments of interest for the Notes, the applicable interest rate will be calculated assuming that the Guarantor has not satisfied either SPT, unless the Guarantor has provided that at the time written Gender Diversity Satisfaction Notice or the GHG Emissions Satisfaction Notice, as applicable, on or prior to the date notice of redemption is provided delivered to the holders of the Series B Preferred Shares the Common Shares have a Common Share Fair Market Value that is greater than 120% of the Series B Issue Price per share divided by the number of Common Shares issuable on conversion of each Series B Preferred Share under Trustee, in which case the applicable Conversion Rateinterest rate shall be calculated assuming the Guarantor has satisfied the applicable SPT. The Series B Preferred Shares Issuer’s actions and determinations in determining the redemption price shall be redeemed by a cash payment equal to the Series B Original Issue Price per shareconclusive and binding for all purposes, plus the cash amount absent manifest error. Notice of any accumulated and unpaid dividends thereon (the “Redemption Price”) to the date on which the Company proposes to pay the Redemption Price (the “Redemption Date”). Before making any redemption, the Company shall mail by certified or registered mail, return receipt requested, to each record holder of any Series B Preferred Shares, at the address shown on the Company’s records, a written notice (the “Redemption Notice”) stating the number of Series B Preferred Shares that the Company proposes to redeem, the Redemption Price, the Redemption Date, and the place at which the shares to be redeemed such optional redemption shall be surrendered for the Redemption Price. The Redemption Notice must be mailed or sent at least 10 days but not more than 60 days nor less than 30 days prior before the redemption date to each Holder of Notes to be redeemed. If the redemption. (B) If Issuer redeems less than all outstanding Series B Preferred Shares are the Notes, the Trustee shall select the Notes to be redeemed, in the number case of Series B Preferred Shares to be redeemed from each holder thereof under this Section 9 shall be the greatest whole number generated by multiplying Notes in the total number form of Series B Preferred Shares held a Global Security, in accordance with the Depositary’s Applicable Procedures, and in the case of any Notes in definitive form, by such holder by a fraction, method as the numerator Trustee deems fair and appropriate. The Trustee may select for partial redemption Notes and portions of which shall be the total number Notes in amounts equal to $2,000 or any integral multiple of Series B Preferred Shares to be redeemed and the denominator of which shall be the total number of Series B Preferred Shares then outstanding. On and after the Redemption Date specified $1,000 in the Redemption Notice, each holder of Series B Preferred Shares called for redemption as aforesaid, upon presentation and surrender at the place designated in such notice of the certificate or certificates representing the Series B Preferred Shares to be redeemed (or a properly executed affidavit of lost securities), properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank, shall be entitled to receive the Redemption Price excess thereof. From and after Unless the Redemption Date specified in the Redemption Notice, unless default shall be made by the Company Issuer defaults in payment of the Redemption Priceredemption price for Notes, all dividends on and after the applicable redemption date, interest will cease to accrue on the Series B Preferred Shares so Notes or portions thereof called for redemption shall cease to accrue, such shares shall not be deemed to be outstanding for any purposes whatsoever, and the rights of the holders thereof shall be solely limited to the right receive payment of the Redemption Price. In the event less than all of the shares represented by such certificate are redeemed, a new certificate shall be issued representing the unredeemed sharesredemption.

Appears in 1 contract

Sources: First Supplemental Indenture (Jacobs Solutions Inc.)