Redemption at the Option of the Company. The Company may, at any time, redeem the principal amount of the Notes, in whole or in part, by paying to the Holders thereof an amount equal to the 100% of the principal amount of the Notes to be redeemed (the “Optional Redemption Price”) as of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.
Appears in 2 contracts
Samples: Note Purchase Agreement (Fermavir Pharmaceuticals, Inc.), Note Purchase Agreement (Inhibitex, Inc.)
Redemption at the Option of the Company. The (a) Except as described in this Section 1.08, the Notes are not redeemable until May 15, 2016. On and after May 15, 2016, the Company maymay redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on May 15 of the years indicated below: 2016 103.313 % 2017 102.208 % 2018 101.104 % 2019 and thereafter 100.000 %
(b) Prior to May 15, 2014, the Company may on any one or more occasions redeem up to 35% of the original principal amount of the Notes with the Net Cash Proceeds of one or more equity offerings at a Redemption Price of 106.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided that:
(i) at least 65% of the original principal amount of the Notes remains outstanding after each such redemption; and
(ii) the redemption occurs within 90 days after the closing of such equity offering.
(c) In addition, at any timetime prior to May 15, 2016, the Company may redeem the principal amount of the Notes, in whole or in part, by paying to the Holders thereof an amount at a Redemption Price equal to the 100% of the principal amount thereof plus the Applicable Premium plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
(d) If the optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on the Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption.
(e) In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee:
(i) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed (to the extent such listing is known to the Trustee); or
(ii) 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 may deem to be fair and appropriate. 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 “Optional Redemption Price”) as notice of redemption relating to such Note will state the portion of the date fixed for such redemption, together, principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder upon cancellation of the original Note.
(f) The Company shall notify the Trustee of the Redemption Price with respect to the Notes being redeemed, with all interest accrued pursuant to redemption promptly after the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notescalculation thereof. The Company Trustee shall give written notice of redemption of not be responsible for calculating the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.
Appears in 2 contracts
Samples: First Supplemental Indenture (Unit Corp), First Supplemental Indenture (Unit Corp)
Redemption at the Option of the Company. The Company mayPrior to March 17, at any time, redeem 2034 (three months prior to the principal amount maturity date of the Series 2034 Notes) (the “Series 2034 Par Call Date”) and December 17, 2053 (six months prior to the maturity date of the Series 2054 Notes) (the “Series 2054 Par Call Date” and together with the Series 2034 Par Call Date, each a “Par Call Date”), the Company may redeem each series of Notes at its option, in whole or in part, by paying at any time and from time to the Holders thereof an time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)
(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) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the Additional Basis Points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed (the “Optional Redemption Price”) as of the date fixed for such redemptionredeemed; plus, togetherin either case, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)thereon, if any, incurred by up to (but excluding) the Holders and associated with such payment; providedredemption date. On or after the applicable Par Call Date, however, that in the event that the Company redeems may redeem the Notes, in whole or in part, at any time and from time to time, at a portion and not all redemption price equal to 100% of the principal amount of the outstanding NotesNotes being redeemed plus accrued and unpaid interest thereon, if any, up to (but excluding) 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. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed. In the case of a partial redemption, selection of the Notes for redemption will be made pro rata. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any note is to be redeemed in part only, the Company shall redeem (a) not less than $250,000 in notice of redemption that relates to the note will state the portion of the principal amount of the outstanding Notes or (b) note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the event that less than $250,000 in principal amount name of the Notes remains outstanding, not less than the remaining principal amount holder of the outstanding Notesnote upon surrender for cancellation of the original note. The Company shall give written notice of For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes pursuant shall be done in accordance with the policies and procedures of the depositary. 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. In accordance with Section 11.03 of the Base Indenture, except as described under this Section 11.1 3.1 or Section 3.2 of this Fifth Supplemental Indenture, the Notes will not otherwise be redeemable by the Company at least five (5) days and not more than ten (10) days the Company’s option prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceStated Maturity.
Appears in 1 contract
Redemption at the Option of the Company. (a) The Company maymay redeem the Notes, at any time, redeem the principal amount of the Notesits option, in whole or in part, by paying at any time and from time to time prior to May 15, 2047, in principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the Holders thereof an unredeemed portion of a Note must be in a minimum principal amount of $2,000, for a Redemption Price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed redeemed; and
(ii) the “Optional Redemption Price”) sum, as determined by an Independent Investment Banker, of the date fixed for such redemption, together, with respect to present values of the Remaining Scheduled Payments on the Notes being redeemedredeemed that would be due if the notes matured on May 15, with all interest 2047 (excluding accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counselRedemption Date), if anydiscounted 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, incurred by plus, accrued and unpaid interest on the Holders Notes being redeemed to the Redemption Date.
(b) The Company may redeem the Notes, at its option, in whole or in part, at any time and associated with such payment; providedfrom time to time on or after May 15, however2047, that in the event principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the Company redeems unredeemed portion of a portion and not all Note must be in a minimum principal amount of $2,000, at a Redemption Price equal to 100% of the principal amount of the outstanding NotesNotes being redeemed plus accrued and unpaid interest on the Notes being redeemed to the Redemption Date.
(c) The Company may at any time, and from time to time, purchase the Notes at any price or prices in the open market, through negotiated transactions, by tender offer or otherwise.
(d) The Company shall have no obligation to make mandatory redemption of the Notes or to redeem, purchase or repay Notes pursuant to any sinking fund or analogous provision or, except as provided in Section 4.10, at the option of a Holder thereof.
(e) With respect to any redemption occurring prior to November 15, 2047, the Company shall redeem (a) not less than $250,000 in principal amount deliver notice to the Trustee of the outstanding Notes or (b) in related Redemption Price promptly after the event that less than $250,000 in principal amount of calculation thereof and the Notes remains outstanding, Trustee shall not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed have any responsibility for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentencecalculation.
Appears in 1 contract
Samples: Eleventh Supplemental Indenture (Westlake Chemical Corp)
Redemption at the Option of the Company. (a) The Company may, at any time, may redeem the principal amount of the Notes, in whole or in part, by paying at any time and from time to time prior to April 15, 2022, in principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the Holders thereof an unredeemed portion of a Note must be in a minimum principal amount of $2,000, for a Redemption Price equal to the to:
(i) 100% of the principal amount of the Notes to be redeemed redeemed; and
(ii) the “Optional Redemption Price”) sum, as determined by an Independent Investment Banker, of the date fixed for such redemption, together, with respect to present values of the Remaining Scheduled Payments on the Notes being redeemed, with all interest redeemed (excluding accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counselRedemption Date), if anydiscounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points, incurred by plus, in each case, accrued and unpaid interest to the Holders Redemption Date.
(b) The Company may redeem the Notes, in whole or in part, at any time and associated with such payment; providedfrom time to time on or after April 15, however2022, that in the event principal amounts of $1,000 and integral multiples of $1,000 in excess thereof, provided that the Company redeems unredeemed portion of a portion and not all Note must be in a minimum principal amount of $2,000, at a Redemption Price equal to 100% of the principal amount of the outstanding NotesNotes being redeemed plus accrued and unpaid interest to the Redemption Date.
(c) The Company may at any time, and from time to time, purchase the Notes at any price or prices in the open market, through negotiated transactions, by tender offer or otherwise.
(d) The Company shall have no obligation to make mandatory redemption of the Notes or to redeem, purchase or repay Notes pursuant to any sinking fund or analogous provision or, except as provided in Section 4.10, at the option of a Holder thereof.
(e) With respect to any redemption occurring prior to April 15, 2022, the Company shall redeem (a) not less than $250,000 in principal amount give the Trustee notice of the outstanding Notes or (b) in related Redemption Price promptly after the event that less than $250,000 in principal amount of calculation thereof and the Notes remains outstanding, Trustee shall not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed have any responsibility for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentencecalculation.
Appears in 1 contract
Samples: Sixth Supplemental Indenture (Westlake Chemical Corp)
Redemption at the Option of the Company. (i) The Company may2023 Notes will be subject to redemption at the option of the Company, at any time, redeem the principal amount of the Notes, time in whole or from time to time in part, by paying upon not less than 15 nor more than 30 days’ notice transmitted to each Holder of 2023 Notes to be redeemed as shown in the Holders thereof an amount Security Register. If the 2023 Notes are redeemed, the redemption price will equal to the sum of (i) 100% of the principal amount of the 2023 Notes to be (or portion of such 2023 Notes) being redeemed (the “Optional Redemption Price”) as of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest plus accrued pursuant to the terms of the Notes and unpaid interest thereon to but excluding the redemption date and (including default interest to ii) the extent applicable) as of the date of such payment and all reasonable out2023 Notes Make-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)Whole Amount, if any, incurred by the Holders and associated with such payment; provided, however, that in if the event that 2023 Notes are redeemed on or after the Company redeems a portion and not all 2023 Par Call Date, the redemption price will equal 100% of the principal amount of the outstanding 2023 Notes (or portion of such 2023 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, the Company shall redeem will pay any interest installment due on a 2023 Notes Interest Payment Date which occurs on or prior to a redemption date to the Holders of the 2023 Notes as of the close of business on the 2023 Notes Regular Record Date immediately preceding such 2023 Notes Interest Payment Date.
(aii) The 2048 Notes will be subject to redemption at the option of the Company, at any time in whole or from time to time in part, upon not less than $250,000 15 nor more than 30 days’ notice transmitted to each Holder of 2048 Notes to be redeemed as shown in the Security Register. If the 2048 Notes are redeemed, the redemption price will equal to the sum of (i) 100% of the principal amount of the outstanding 2048 Notes (or portion of such 2048 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date and (bii) in the event 2048 Notes Make-Whole Amount, if any; provided, however, that less than $250,000 in if the 2048 Notes are redeemed on or after the 2048 Par Call Date, the redemption price will equal 100% of the principal amount of the 2048 Notes remains outstanding(or portion of such 2048 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, not less than the remaining principal amount Company will pay any interest installment due on a 2048 Notes Interest Payment Date which occurs on or prior to a redemption date to the Holders of the outstanding Notes. 2048 Notes as of the close of business on the 2048 Notes Regular Record Date immediately preceding such 2048 Notes Interest Payment Date.
(iii) The Company shall give written notice of calculate the redemption price for each of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the 2023 Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence2048 Notes.
Appears in 1 contract
Redemption at the Option of the Company. The Company may(a) Beginning on December 26, 2007 and during the period thereafter to Maturity, the Securities are redeemable as a whole at any time, redeem or in part from time to time, in any integral multiple of $1,000, at the principal amount option of the Notes, in whole or in part, by paying to the Holders thereof an amount Company for cash at a Redemption Price equal to the 100% of the principal amount amount, together with accrued but unpaid interest (including Liquidated Damages, if any) thereon, up to but not including the Redemption Date.
(b) A Notice of Redemption (as defined below) pursuant to this Section 3.01 shall contain the Notes information required under Section 3.01(c) and will be mailed at least 30 days, but not more than 60 days, before the Redemption Date to each Holder of Securities to be redeemed at the Holder’s address appearing in the Security Register. If money sufficient to pay the Redemption Price of all Securities (or portions thereof) to be redeemed on a Redemption Date is deposited with the Paying Agent prior to 10:00 a.m., New York City time, on the Redemption Date, on and after such Redemption Date, interest (including Liquidated Damages, if any) shall cease to accrue on such Securities or portions thereof. Securities in denominations larger than $1,000 of principal amount may be redeemed in part, but only in integral multiples of $1,000 of principal amount.
(c) At least 30 days, but not more than 60 days, before any Redemption Date, the Company shall mail a notice of redemption (the “Optional Redemption PriceNotice of Redemption”) as by first-class mail, postage prepaid, to each Holder of Securities to be redeemed at such Holder’s address appearing in the date fixed for such redemptionSecurity Register. The Notice of Redemption shall identify the Securities to be redeemed and shall state:
(i) the Redemption Date;
(ii) the Redemption Price and, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicableknown at the time of such notice, the amount of accrued but unpaid interest (including Liquidated Damages, if any) as payable on the Redemption Date;
(iii) the current Exchange Price;
(iv) the name and address of the date Paying Agent and Exchange Agent;
(v) that Securities called for redemption may be exchanged at any time before the close of such payment business on the second Business Day immediately preceding the Redemption Date;
(vi) that Holders who want to exchange Securities must satisfy the requirements set forth in the Securities and Article V;
(vii) that Securities called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price therefor, together with accrued but unpaid interest (including Liquidated Damages, if any) thereon;
(viii) if fewer than all reasonable out-of-pocket costs and expenses (includingthe outstanding Securities are to be redeemed, without limitation, reasonable fees, charges and disbursements of counsel)the certificate numbers, if any, incurred by and principal amounts of the Holders particular Securities to be redeemed;
(ix) that, unless the Company defaults in paying the Redemption Price, interest (including Liquidated Damages, if any) on Securities called for redemption will cease to accrue on and associated with such paymentafter the Redemption Date, and the Securities called for redemption will cease to be Outstanding; providedand
(x) the CUSIP number of the Securities called for redemption.
(d) At the Company’s request, however, that the Trustee shall give the Notice of Redemption in the event that Company’s name and at the Company’s expense, so long as the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 makes such request at least five (5) days and not more than ten (10) days Business Days prior to the date fixed for by which such redemption. Such notice Notice of redemption shall Redemption is to be delivered given to Holders in accordance with this Section 3.01, and the Company provides the Trustee the Notice of Redemption.
(e) If any of the Securities are in the manner specified in Section 12.3 hereof. Upon delivery form of a Global Security, then the Company shall modify such notice Notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms extent necessary to accord with the Applicable Procedures that apply to the redemption of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceGlobal Securities.
Appears in 1 contract
Redemption at the Option of the Company. (a) No sinking fund is provided for the Notes. The Company may, Notes shall be redeemable at any time, redeem the principal amount option of the NotesCompany, in whole or in part, by paying at any time or from time to time, on any date prior to maturity in principal amount of $2,000 and integral multiples of $1,000 in excess thereof at the Optional Redemption Price, upon not less than 30 nor more than 60 days’ notice to the Holders prior to the Redemption Date. If notice of redemption has been given as provided in Article Eleven of the Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes from and after the Redemption Date will be to receive payment of the Optional Redemption Price upon surrender of such Notes in accordance with such notice.
(b) At any time on or after January 1, 2025 (three months prior to the maturity date of the Notes), the Company may redeem some or all of the Notes, in principal amount of $2,000 and integral multiples of $1,000 in excess thereof an amount at a redemption price equal to the 100% of the principal amount of the Notes to be redeemed redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date (the “Special Optional Redemption Price”) as of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) upon not less than $250,000 in principal amount of 30 nor more than 60 days’ notice to the outstanding Notes or (b) in Holders prior to the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding NotesRedemption Date. The Company shall give written If notice of redemption has been given as provided in Article Eleven of the Indenture and funds for the redemption of any Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed called for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, have been made available on the date specified Redemption Date referred to in such notice, at the applicable Optional Redemption Price, together with such Notes will cease to bear interest accrued pursuant to the terms of the Notes and unpaid as of on the date fixed for such redemption specified in such notice and the costs only right of the Holders of the Notes from and expenses referred after the Redemption Date will be to receive payment of the Special Optional Redemption Price upon surrender of such Notes in the preceding sentenceaccordance with such notice.
Appears in 1 contract
Redemption at the Option of the Company. The (a) At any time on or after June 3, 2026, the Company maymay redeem at its option (an “Optional Redemption”) on any one or more occasions all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at any timethe redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, redeem if any, to, but not including, the principal amount applicable Redemption Date (subject to the right of Holders of the Notes, in whole Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or in part, by paying prior to the Holders thereof an amount Redemption Date), if redeemed during the twelve-month period beginning on June 3 of the years indicated below: Year Percentage 2026 104.500 % 2027 102.250 % 2028 and thereafter 100.000 %
(b) Prior to June 3, 2026, the Company may redeem all or a part of the Notes upon giving not less than 10 nor more than 60 days’ prior written notice to Holders, at a redemption price equal to the 100% of the principal amount of the Notes to be redeemed plus the Make-Whole Amount (as calculated by the “Optional Redemption Price”Company) as of the date fixed for such redemptionof, together, with respect to the Notes being redeemed, with all interest and accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)interest, if any, incurred to, but not including, the applicable Redemption Date (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date).
(c) At any time and from time to time prior to June 3, 2026, the Company may redeem the Notes with the net cash proceeds received by the Holders and associated with such payment; provided, however, that in the event that the Company redeems from any Equity Offering at a portion and not all redemption price equal to 109.000% of the principal amount of the outstanding such Notes, plus accrued and unpaid interest, if any, to, but not including, the Company shall redeem Redemption Date (a) not less than $250,000 subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date), in an aggregate principal amount for all such redemptions not to exceed 40% of the outstanding Notes or (b) in the event that less than $250,000 in aggregate principal amount of the Notes remains outstandingissued under the indenture on the issue date of the Notes; provided that:
(i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and
(ii) not less than 50% of the remaining aggregate principal amount of the then-outstanding Notes. The Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Company shall give written or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently.
(d) Any redemption and notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such noticemay, at the applicable Optional Redemption PriceCompany’s discretion, together with interest accrued pursuant be subject to the terms satisfaction of one more conditions precedent as provided in Section 11.05.
(e) Nothing in this Indenture will limit the Company’s or its Affiliates’ ability to repurchase or retire Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceother than by redemption, whether by tender offer, exchange offer, open market repurchases, privately negotiated transactions or otherwise.
Appears in 1 contract
Samples: Senior Secured Notes Agreement (Office Properties Income Trust)
Redemption at the Option of the Company. The Company mayAt any time prior to March 1, 2019, with respect to the 2019 Notes, and at any timetime prior to October 1, redeem 2043, with respect to the principal amount of 2044 Notes, the Notesrespective Notes shall be redeemable, in whole or in part, by paying to at the Holders thereof an amount option of the Company at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the “Optional Redemption Price”) as sum of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all present values of the principal amount of the outstanding Notes, Notes to be redeemed and the Company shall redeem remaining scheduled payments of interest thereon (exclusive of interest accrued to the Redemption Date) from the Redemption Date to the respective scheduled payment dates discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus (a) not less than $250,000 in principal amount of 20 basis points, with respect to the outstanding Notes 2019 Notes, or (b) 30 basis points, with respect to the 2044 Notes, plus, in either case, accrued and unpaid interest, if any, on the event that less than $250,000 principal amount being redeemed to, but not including, such Redemption Date. From and after March 1, 2019, with respect to the 2019 Notes, and from and after October 1, 2043, with respect to the 2044 Notes, the respective Notes shall be redeemable, in whole or in part, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes remains outstandingto be redeemed, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days plus accrued and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemptionunpaid interest, the Company, as the case may be, covenants and agrees that it will redeem the Notesif any, on the date specified in principal amount being redeemed to, but not including, such notice, at Redemption Date. For purposes of determining the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.following definitions shall apply:
Appears in 1 contract
Samples: Sixth Supplemental Indenture (DCP Midstream Partners, LP)
Redemption at the Option of the Company. The Company mayPrior to October 29, at any time, redeem 2027 (1 month prior to the principal amount maturity date of the Series 2027 Notes) (the “Series 2027 Par Call Date”) and August 29, 2032 (3 months prior to the maturity date of the Series 2032 Notes) (the “Series 2032 Par Call Date” and together with the Series 2027 Par Call Date, each a “Par Call Date”), the Company may redeem each series of Notes at its option, in whole or in part, by paying at any time and from time to the Holders thereof an time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)
(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) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus the Additional Basis Points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed (the “Optional Redemption Price”) as of the date fixed for such redemptionredeemed; plus, togetherin either case, with respect accrued and unpaid interest thereon to the Notes being redeemedredemption date. On or after the applicable Par Call Date, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems may redeem the Notes, in whole or in part, at any time and from time to time, at a portion and not all redemption price equal to 100% of the principal amount of the outstanding NotesNotes being redeemed 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. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed. In the case of a partial redemption, selection of the Notes for redemption will be made pro rata. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any note is to be redeemed in part only, the Company shall redeem (a) not less than $250,000 in notice of redemption that relates to the note will state the portion of the principal amount of the outstanding Notes or (b) note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the event that less than $250,000 in principal amount name of the Notes remains outstanding, not less than the remaining principal amount holder of the outstanding Notesnote upon surrender for cancellation of the original note. The Company shall give written notice of For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes pursuant shall be done in accordance with the policies and procedures of the depositary. 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. In accordance with Section 11.03 of the Base Indenture, except as described under this Section 11.1 3.1 or Section 3.2 of this Fourth Supplemental Indenture, the Notes will not otherwise be redeemable by the Company at least five (5) days and not more than ten (10) days the Company’s option prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceStated Maturity.
Appears in 1 contract
Redemption at the Option of the Company. The (a) At any time on or after March 31, 2026, the Company maymay redeem at its option (an “Optional Redemption”) on any one or more occasions all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at any timethe redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, redeem if any, to, but not including, the principal amount applicable Redemption Date (subject to the right of Holders of the Notes, in whole Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or in part, by paying prior to the Holders thereof an amount Redemption Date), if redeemed during the twelve-month period beginning on March 31 of the years indicated below: 2026 104.500 % 2027 102.250 % 2028 and thereafter 100.000 %
(b) Prior to March 31, 2026, the Company may redeem all or a part of the Notes upon giving not less than 10 nor more than 60 days’ prior written notice to Holders, at a redemption price equal to the 100% of the principal amount of the Notes to be redeemed plus the Make-Whole Amount (as calculated by the “Optional Redemption Price”Company) as of the date fixed for such redemptionof, together, with respect to the Notes being redeemed, with all interest and accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)interest, if any, incurred to, but not including, the applicable Redemption Date (subject to the right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date).
(c) At any time and from time to time prior to March 31, 2026, the Company may redeem the Notes with the net cash proceeds received by the Holders and associated with such payment; provided, however, that in the event that the Company redeems from any Equity Offering at a portion and not all redemption price equal to 109.000% of the principal amount of the outstanding such Notes, plus accrued and unpaid interest, if any, to, but not including, the Company shall redeem Redemption Date (a) not less than $250,000 subject to the right of holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date), in an aggregate principal amount for all such redemptions not to exceed 40% of the outstanding Notes or (b) in the event that less than $250,000 in aggregate principal amount of the Notes remains outstandingissued under the indenture on the issue date of the Notes; provided that:
(i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and
(ii) not less than 50% of the remaining aggregate principal amount of the then-outstanding Notes. The Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Company shall give written or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently.
(d) Any redemption and notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such noticemay, at the applicable Optional Redemption PriceCompany’s discretion, together with interest accrued pursuant be subject to the terms satisfaction of one more conditions precedent as provided in Section 11.05.
(e) Nothing in this Indenture will limit the Company’s or its Affiliates’ ability to repurchase or retire Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceother than by redemption, whether by tender offer, exchange offer, open market repurchases, privately negotiated transactions or otherwise.
Appears in 1 contract
Samples: Senior Secured Notes Agreement (Office Properties Income Trust)
Redemption at the Option of the Company. The (a) Except as described in this Section 1.08, the Notes are not redeemable until [___], 2011. On and after [___], 2011, the Company maymay redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on the Notes, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on [___] of the years indicated below: 2011 % 2012 % 2013 % 2014 and thereafter 100.00 %
(b) Prior to [___], 2009, the Company may on any one or more occasions redeem up to 35% of the original principal amount of the Notes with the Net Cash Proceeds of one or more equity offerings at a Redemption Price of [___]% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided that:
(i) at least 65% of the original principal amount of the Notes remains outstanding after each such redemption; and
(ii) the redemption occurs within 90 days after the closing of such equity offering.
(c) In addition, at any timetime prior to [___], 2011, the Company may redeem the principal amount of the Notes, in whole or but not in part, by paying to the Holders thereof an amount at a Redemption Price equal to the 100% of the principal amount thereof plus the Applicable Premium plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date).
(d) If the optional Redemption Date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on the Regular Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption.
(e) In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee:
(i) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed; or
(ii) 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 may deem to be fair and appropriate. 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 “Optional Redemption Price”) as notice of redemption relating to such Note will state the portion of the date fixed for such redemption, together, principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder upon cancellation of the original Note.
(f) The Company shall notify the Trustee of the Redemption Price with respect to the Notes being redeemed, with all interest accrued pursuant to redemption promptly after the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notescalculation thereof. The Company Trustee shall give written notice of redemption of not be responsible for calculating the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.
Appears in 1 contract
Samples: First Supplemental Indenture (Quicksilver Resources Inc)
Redemption at the Option of the Company. (a) No sinking fund is provided for the Notes. The Company may, Notes shall be redeemable at any time, redeem the principal amount option of the NotesCompany, in whole or in part, by paying at any time or from time to time, on any date prior to maturity in principal amount of $2,000 and integral multiples of $1,000 in excess thereof at the Optional Redemption Price, upon not less than 30 nor more than 60 days’ notice to the Holders prior to the Redemption Date. If notice of redemption has been given as provided in Article Eleven of the Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of the Notes from and after the Redemption Date will be to receive payment of the Optional Redemption Price upon surrender of such Notes in accordance with such notice.
(b) At any time on or after October 1, 2044 (six months prior to the maturity date of the Notes), the Company may redeem some or all of the Notes, in principal amount of $2,000 and integrral multiples of $1,000 in excess thereof an amount at a redemption price equal to the 100% of the principal amount of the Notes to be redeemed redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date (the “Special Optional Redemption Price”) as of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) upon not less than $250,000 in principal amount of 30 nor more than 60 days’ notice to the outstanding Notes or (b) in Holders prior to the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding NotesRedemption Date. The Company shall give written If notice of redemption has been given as provided in Article Eleven of the Indenture and funds for the redemption of any Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed called for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, have been made available on the date specified Redemption Date referred to in such notice, at the applicable Optional Redemption Price, together with such Notes will cease to bear interest accrued pursuant to the terms of the Notes and unpaid as of on the date fixed for such redemption specified in such notice and the costs only right of the Holders of the Notes from and expenses referred after the Redemption Date will be to receive payment of the Special Optional Redemption Price upon surrender of such Notes in the preceding sentenceaccordance with such notice.
Appears in 1 contract
Redemption at the Option of the Company. The (a) Prior to the Par Call Date, the Company may, at any time, may redeem the principal amount of the NotesNotes at its option, in whole or in part, by paying at any time and from time to the Holders thereof an time, 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 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) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points less (b) interest accrued to the Redemption Date, and
(ii) 100% of the principal amount of the Notes to be redeemed redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date (the “Optional Redemption Price”) as of the date fixed for such redemption, together, with respect subject to the Notes being redeemedright of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(b) On or after the Par Call Date, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems may redeem the Notes, in whole or in part, at any time and from time to time, at a portion and not all Redemption Price equal to 100% of the principal amount of the outstanding NotesNotes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Company shall redeem Redemption Date (asubject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) not less than $250,000 The Company’s actions and determinations in principal amount of determining the outstanding Notes or Redemption Price will be conclusive and binding for all purposes, absent manifest error.
(bd) in the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the have no obligation to redeem, purchase or repay Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified any sinking fund or analogous provision or, except as provided in Section 12.3 2.07 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms option of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentencea Holder thereof.
Appears in 1 contract
Samples: Second Supplemental Indenture (Patterson Uti Energy Inc)
Redemption at the Option of the Company. (a) The Company mayprovisions of Sections 3.01, at any time, redeem the principal amount 3.02 (subject to Section 1.08(e) hereof) and 3.03 of the Original Indenture shall apply to the Notes.
(b) At any time and from time to time prior to November 15, 2051, the Notes shall be redeemable at the Company’s option, in whole or in part, by paying to the Holders thereof an amount for cash, at a Redemption Price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date and the Make-Whole Redemption Amount.
(c) At any time and from time to time on or after November 15, 2051, the Notes shall be redeemable at the Company’s option, in whole or in part, for cash, at a Redemption Price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
(d) The Company shall mail or caused to be mailed (or, if the Notes are represented by one or more Global Securities, notice of any redemption pursuant to this Section 1.08 transmitted in accordance with the Depositary’s standard procedures therefor) at least 15 days, but not more than 90 days, before the Redemption Date, to each holder of the Notes to be redeemed (at the “Optional holder’s address appearing in the Security Register, with a copy to the Trustee. Unless the Company defaults in payment of the Redemption Price”, on or after the Redemption Date, interest shall not accrue on the Notes called for redemption.
(e) as Notwithstanding Section 3.02 of the date fixed for such redemptionOriginal Indenture, together, the notice of redemption with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of any redemption of the Notes pursuant to this Section 11.1 at least five (5) days and 1.08 need not more than ten (10) days prior to set forth the date fixed for such redemption. Such notice of redemption shall be delivered in Redemption Price but only the manner specified in of calculation thereof as described above.
(f) The Company shall notify the Trustee of the Redemption Price with respect to any redemption pursuant to this Section 12.3 hereof1.08 promptly after the calculation thereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional The Trustee shall not be responsible for calculating said Redemption Price, together with interest accrued pursuant to the terms .
(g) If less than all of the Notes and unpaid as are to be redeemed, the Trustee shall select the Notes or portions of the date fixed Notes to be redeemed by such method as the Trustee shall deem fair and appropriate, subject in all cases to applicable procedures of the Depositary. 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 in part shall 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; provided, that if the Notes are represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption and by the costs and expenses referred to Depositary in the preceding sentenceaccordance with its standard procedures therefor.
Appears in 1 contract
Redemption at the Option of the Company. (a) The Company may, Notes will be subject to redemption at any time, redeem the principal amount option of the NotesCompany on any date (the “Redemption Date”) prior to the Maturity Date, in whole or from time to time in part, by paying to in $1,000 increments (provided that any remaining principal amount thereof shall be at least the Holders thereof an amount minimum authorized denomination thereof). The Notes will be redeemable in cash at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest (calculated at the interest rate applicable on such Redemption Date) thereon due on any date after the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and including the Redemption Date) discounted from their scheduled date of payment to the Redemption Date (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points (such greater amount is referred to herein as the “Optional Redemption Price”) as of the date fixed for such redemption), together, with respect to the Notes being redeemed, with all interest plus accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)interest, if any, incurred by thereon to the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all of the principal amount of the outstanding Notes, the Company shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or Redemption Date.
(b) in If the event that less than $250,000 in principal amount of the Notes remains outstanding, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the elects to redeem Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to 3.01, it shall notify the date fixed for such redemption. Such notice of redemption shall be delivered Trustee in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms writing of the Notes Redemption Date (such notification, a “Redemption Notice”) and unpaid as deliver such Redemption Notice in accordance with Section 3.01 of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceOriginal Indenture.
Appears in 1 contract
Samples: First Supplemental Indenture and Security Agreement (Coeur D Alene Mines Corp)
Redemption at the Option of the Company. The Company mayAt any time prior to the date that is 90 days prior to the Stated Maturity, at any time, redeem the principal amount of the Notes2022 Notes shall be redeemable, in whole or in partpart at any time, by paying at the option of the Company on any date prior to the Holders thereof an amount Stated Maturity, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the 2022 Notes to be redeemed and (ii) the “Optional Redemption Price”) as sum of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that in the event that the Company redeems a portion and not all present values of the principal amount of the outstanding Notes2022 Notes to be redeemed and the remaining scheduled payments of interest thereon (exclusive of interest accrued to the Redemption Date) from the Redemption Date to the respective scheduled payment dates discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as hereinafter defined) plus 45 basis points, plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to, but not including, such Redemption Date. From and after the date that is 90 days prior to Stated Maturity, the Company 2022 Notes shall redeem (a) not less than $250,000 be redeemable, in whole or in part at any time, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the outstanding 2022 Notes or (b) in the event that less than $250,000 in principal amount of the Notes remains outstandingto be redeemed, not less than the remaining principal amount of the outstanding Notes. The Company shall give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days plus accrued and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemptionunpaid interest, the Company, as the case may be, covenants and agrees that it will redeem the Notesif any, on the date specified in principal amount being redeemed to, but not including, such notice, at Redemption Date. For purposes of determining the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.following definitions shall apply:
Appears in 1 contract
Samples: Second Supplemental Indenture (DCP Midstream Partners, LP)
Redemption at the Option of the Company. The (a) At any time on or after June 3, 2026, the Company maymay redeem at its option (an “Optional Redemption”) on any one or more occasions all or a part of the Notes upon not less than 10 nor more than 60 days’ notice, at any timethe redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, redeem if any, to, but not including, the principal amount applicable Redemption Date (subject to the right of Holders of the Notes, in whole Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or in part, by paying prior to the Holders thereof an amount Redemption Date), if redeemed during the twelve-month period beginning on June 3 of the years indicated below: 2026 104.500 % 2027 102.250 % 2028 and thereafter 100.000 %
(b) Prior to June 3, 2026, the Company may redeem all or a part of the Notes upon giving not less than 10 nor more than 60 days’ prior written notice to Holders, at a redemption price equal to the 100% of the principal amount of the Notes to be redeemed plus the Make-Whole Amount (as calculated by the “Optional Redemption Price”Company) as of the date fixed for such redemptionof, together, with respect to the Notes being redeemed, with all interest and accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such payment and all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees, charges and disbursements of counsel)interest, if any, incurred to, but not including, the applicable Redemption Date (subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date).
(c) At any time and from time to time prior to June 3, 2026, the Company may redeem the Notes with the net cash proceeds received by the Holders and associated with such payment; provided, however, that in the event that the Company redeems from any Equity Offering at a portion and not all redemption price equal to 109.000% of the principal amount of the outstanding such Notes, plus accrued and unpaid interest, if any, to, but not including, the Company shall redeem Redemption Date (a) not less than $250,000 subject to the right of Holders of the Notes on the relevant Record Date to receive interest due on the relevant interest payment date occurring on or prior to the Redemption Date), in an aggregate principal amount for all such redemptions not to exceed 40% of the outstanding Notes or (b) in the event that less than $250,000 in aggregate principal amount of the Notes remains outstandingissued under the indenture; provided that:
(i) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and
(ii) not less than 50% of the remaining aggregate principal amount of the then-outstanding Notes. The Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Company shall give written or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently.
(d) Any redemption and notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption shall be delivered in the manner specified in Section 12.3 hereof. Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such noticemay, at the applicable Optional Redemption PriceCompany’s discretion, together with interest accrued pursuant be subject to the terms satisfaction of one more conditions precedent as provided in Section 11.05.
(e) Nothing in this Indenture will limit the Company’s or its Affiliates’ ability to repurchase or retire Notes and unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentenceother than by redemption, whether by tender offer, exchange offer, open market repurchases, privately negotiated transactions or otherwise.
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Samples: Senior Secured Notes Agreement (Office Properties Income Trust)