Redemption and Repurchase of the Notes Sample Clauses

Redemption and Repurchase of the Notes. 9.1 Repurchase at the Option of Holders Following a Qualifying Listing (a) Upon the consummation of a Qualifying Listing, Issuer shall, within 7 days thereafter notify the Holders of such Qualifying Listing, and within 30 days of a Qualifying Listing, make an offer (the “Listing Offer”) pursuant to the procedures set forth below. Each Holder (other than an Excluded Holder) shall have the right to accept such offer and require Issuer to repurchase all or any portion (equal to $1,000,000 principal amount or an integral multiple thereof) of such Holder’s Notes pursuant to the Listing Offer at a purchase price (the “Listing Payment Amount”), by wire transfer of immediately available funds, in each case at the Redemption Price for the Notes tendered by such Holder to be redeemed, provided, however, that, to the extent that doing so is permitted by applicable law and will not adversely affect the Qualifying Listing, Issuer may, by written notice to the Holders at the time of the Listing Offer, elect to pay any accrued and unpaid interest in the form of the Listing Entity’s ordinary shares at a conversion price equal to the per share offering price of the Qualifying Listing. (b) Issuer shall not be required to make a Listing Offer following a Qualifying Listing if a third party makes the Listing Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Listing Offer made by Issuer and purchases all Notes properly tendered and not withdrawn under such Listing Offer. (c) Each Listing Offer will be made to all Holders (other than an Excluded Holder). Each Listing Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Listing Offer Period”). Not later than five Business Days after the termination of the Listing Offer Period (the “Listing Offer Purchase Date”), Issuer will deliver to such Holders a certificate by a responsible Officer stating: (1) that all Notes tendered will be accepted for payment; (2) the aggregate redemption payment and the redemption date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Listing Offer Payment Date”); (3) that any Note not tendered will continue to accrue interest; (4) that, unless Issuer defaults in the payment of the Listing Payment Amount, all Notes tend...
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Redemption and Repurchase of the Notes. 47 8.1 Optional Redemption; Mandatory Redemption.......................47 8.2 Selection of Notes to Be Redeemed or Purchased..................49
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Redemption and Repurchase of the Notes. SECTION 3.01. Optional Redemption by the Company 9 SECTION 3.02. Offer to Repurchase Upon Change of Control Triggering Event 10 SECTION 3.03. Redemption for Tax Reasons 11 SECTION 3.04. Special Mandatory Redemption 11 SECTION 4.01. Additional Covenants 12 SECTION 4.02. Limitations on Sale and Lease-Back Transactions 13 SECTION 5.01. Payment of Additional Amounts 14 SECTION 5.02. No Other Requirements 16 SECTION 6.01. General 16 SECTION 6.02. Other Coin or Currency Units 16 SECTION 7.01. Ratification of Indenture 16 SECTION 7.02. Counterparts 16 SECTION 7.03. Separability 17 SECTION 7.04. Governing Law; Jury Trial Waiver 17 SECTION 7.05. Conflicts with Trust Indenture Act 17 SECTION 7.06. Effect of Headings 17 SECTION 7.07. Effect on Successors and Assigns 17 SECTION 7.08. Patriot Act 17 SECTION 7.09. Trustee Disclaimer; Incorporation by Reference 17 EXHIBIT A-1 — Form of 2021 Notes X-0-0 XXXXXXX X-0 — Form of 2026 Notes A-2-1 FOURTH SUPPLEMENTAL INDENTURE, dated as of September 25, 2018 (this “Supplemental Indenture”), between International Flavors & Fragrances Inc., a New York corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”):
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Redemption and Repurchase of the Notes. 50 8.1 Optional Redemption; Mandatory Redemption. 50 8.2 Selection of Notes to Be Redeemed or Purchased. 51 8.3 Notice of Redemption. 51 8.4 Effect of Notice of Redemption. 52 8.5 Deposit of Redemption or Purchase Price. 52
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Redemption and Repurchase of the Notes. Redemption at the Option of the Bank for Taxation Reasons 14 Section 3.2. Redemption Procedures 14 Section 3.3. Cancellation 14 Section 3.4. Purchase and Cancellation 15
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Redemption and Repurchase of the Notes. 72 9.1 Repurchase at the Option of Holders Following a Qualifying Listing 72 9.2 Redemption at Option of Holders after Repayment under Parent Loan Documents 74 9.3 Redemption or Purchase at Option of Holders based on 2014 and 2015 Actual Net Income 75 9.4 Redemption at Option of Issuer 76 9.5 Selection of Notes to Be Redeemed or Purchased 76 9.6 Notice of Redemption 76 9.7 Effect of Notice of Redemption 77 9.8 Deposit of Redemption or Purchase Price 77 9.9 Notes Redeemed or Purchased in Part 77 9.10 Surrender of Shares Following Exercise of Warrants and Payment of Make-Whole Premium 77 9.11 Certain Matters 77 9.12 Holders’ Rights in the Event of Redemption at Option of Issuer 78 ARTICLE X COLLATERAL AGENT; COLLATERAL 79 10.1 Authorization and Action 79 10.2 Collateral Agent’s Reliance, Etc. 80 10.3 Indemnification 81 10.4 Successor Collateral Agent 81 10.5 Concerning the Collateral and the Security Documents 82 ARTICLE XI MISCELLANEOUS 82 11.1 Notices 82 11.2 Successors and Assigns 83 11.3 Assignments 83 11.4 Amendment and Waiver 84 11.5 Counterparts 85 11.6 Headings 85 11.7 Governing Law 85 11.8 Waiver of Jury Trial 85 11.9 Consent to Jurisdiction 85 11.10 Entire Agreement 86 11.11 Severability 86 11.12 No Strict Construction 87 11.13 Founder as Holder 87 Annex A – Principal Amount of Notes to be Issued Annex B – Deliverables Exhibit A – Form of Note Exhibit B – Form of Warrant Agreement Schedule 5.9 – Litigation Schedule 5.18 – Equity Securities Schedule 5.19 – Debt; Liens NOTE PURCHASE AGREEMENT, dated as of September 23, 2013, among Full Alliance International Limited, a company incorporated in the British Virgin Islands with limited liability (“Issuer”), Lead Rich International Limited, a company incorporated in the British Virgin Islands with limited liability (“Lead Rich”), as the sole purchaser (in such capacity, the “Purchaser”), the other Holders from time to time party hereto, Lead Rich, as Collateral Agent (in such capacity, the “Collateral Agent”), and, solely with respect to Sections 9.3, 9.12 and 11.13, Mr. Zishen Wu (holder of Chinese passport No. G00000000) (the “Founder”).
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Redemption and Repurchase of the Notes 
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Related to Redemption and Repurchase of the Notes

  • REDEMPTION AND REPURCHASE The Notes are subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

  • Redemption of the Notes SECTION 3.01.

  • Redemption and Repurchase; Discharge Prior to Redemption or Maturity This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. There is no sinking fund or mandatory redemption applicable to this Note. If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

  • Optional Redemption of the Notes (a) The Company may redeem at its election, at any time or from time to time, some or all of the Notes before they mature at a redemption price equal to the sum of (x) 100% of the principal amount of Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

  • Repurchase and Redemption Upon timely receipt of notice from the Company that it intends to repurchase or exercise its right of redemption in respect of any of the Deposited Securities, and satisfactory documentation, and only if the Depositary shall have determined that such proposed repurchase or redemption is practicable, the Depositary shall (to the extent practicable) provide to each relevant Holder a notice setting forth the Company’s intention to exercise the repurchase or redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which repurchase or redemption rights are being exercised against payment of the applicable repurchase or redemption price. Upon receipt of confirmation from the Custodian that the repurchase or redemption has taken place and that funds representing the repurchase or redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are repurchased or redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The repurchase or redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the repurchase or redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS repurchased or redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed repurchase or redemption provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

  • Redemptions and Repurchases (a) The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Declaration of Trust and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 6.2 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Series or to determine fairly the value of the net assets held with respect to the Trust or such Series or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. (b) Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Series for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined by or under authority of the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind. (c) The Trustees may require any Shareholder or group of Shareholders (including some or all of the Shareholders of any Series or Class) to redeem Shares for any reason as determined by the Trustees, in their sole discretion, including (i) the determination of the Trustees that direct or indirect ownership of Shares of the Trust or any Series has or may become concentrated in such Shareholder to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code of 1986, as amended (or any successor statute thereto), (ii) the failure of a Shareholder to supply a tax identification number if required to do so, or to have the minimum investment required (which may vary by Series or Class), (iii) if the Share activity of the account or ownership of Shares by a particular Shareholder is deemed by the Trustees either to affect adversely the management of the Trust or any Series or Class or not to be in the best interests of the remaining Shareholders of the Trust or any Series or Class or (iv) the failure of a Shareholder to pay when due for the purchase of Shares issued to him. Any such redemption shall be effected at the redemption price and in the manner provided in this Article VI. (d) The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any successor statute thereto), or to comply with the requirements of any other taxing authority. (e) Subject to applicable federal law including the 1940 Act, and except as otherwise determined by the Trustees, upon redemption, Shares shall no longer be deemed outstanding or carry any voting rights irrespective of whether a record date for any matter on which such Shares were entitled to vote had been set on a date prior to the date on which such Shares were redeemed. In making a determination as to whether redeemed Shares shall be deemed outstanding and carry any voting rights with respect to any matter on which such Shares were entitled to vote prior to redemption, subject to applicable federal law including the 1940 Act, the Trustees may, among other things, determine that Shares redeemed either before or after a date specified by the Trustees between the record date for such matter and the meeting date for such matter shall be deemed outstanding and retain voting rights, which determination may be made for any reason including that it would not be reasonably practicable to obtain a quorum if all of the Shares redeemed after the record date for such matter and before the voting date no longer were deemed outstanding and carried any voting rights.

  • Optional Redemption of Notes (a) The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part. Prior to the Par Call Date, the redemption price (“Redemption Price”) will equal 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 principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) that would be due if the Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to 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 Issuer 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). If the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Issuer shall not redeem the Notes pursuant to Section 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price with respect to the Notes to be redeemed).

  • Redemption and Purchase (a) Redemption at maturity

  • Redemption of Notes Section 10.01. Redemption...................................................................53 Section 10.02. Form of Redemption Notice....................................................54 Section 10.03. Notes Payable on Redemption Date.............................................54

  • Purchase and Redemption of Fund Shares 1.1 The Fund and the Underwriter agree to sell to the Company those shares of the Portfolios which the Company orders on behalf of any Separate Account, executing such orders on a daily basis at the net asset value next computed after receipt and acceptance by the Fund or its designee of such order. For purposes of this Section, the Company shall be the designee of the Fund for receipt of such orders from each Separate Account. Receipt by such designee shall constitute receipt by the Fund; provided that the Fund or the Underwriter receives notice of such order via the National Securities Clearing Corporation (the "NSCC") by 9:00 a.m. Eastern Time on the next following Business Day. The Fund will receive all orders to purchase Portfolio shares using the NSCC's Defined Contribution Clearance & Settlement ("DCC&S") platform. The Fund will also provide the Company with account positions and activity data using the NSCC's Networking platform. The Company shall pay for Portfolio shares by the scheduled close of federal funds transmissions on the same Business Day it places an order to purchase Portfolio shares in accordance with this section using the NSCC's Fund/SERV System. Payment shall be in federal funds transmitted by wire from the Fund's designated Settling Bank to the NSCC. "BUSINESS DAY" shall mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates it net asset value pursuant to the rules of the SEC. "NETWORKING" shall mean the NSCC's product that allows Fund's and Companies to exchange account level information electronically. "SETTLING BANK" shall mean the entity appointed by the Fund to perform such settlement services on behalf of the Fund and agrees to abide by the NSCC's Rules and Procedures insofar as they relate to the same day funds settlement. If the Company is somehow prohibited from submitting purchase and settlement instructions to the Fund for Portfolio shares via the NSCC's DCC&S platform the following shall apply to this Section:

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