Redemption following a Tax Event Sample Clauses

Redemption following a Tax Event. The Notes may be redeemed at the option of the Issuer (in its sole discretion and subject to the provisions of Condition 6(g)) in whole, but not in part, at any time on giving not less than 15 nor more than 45 days’ notice in accordance with Condition 12 (which notice shall be irrevocable), if, as a result of a Tax Law Change, on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 (a Tax Event) and the same cannot be avoided by the Issuer taking reasonable measures available to it (such measures not involving any material additional payments by, or expense for, the Issuer), provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(c), the Issuer shall deliver to the Fiscal Agent, to be made available to the Noteholders upon request, a certificate signed by two Directors of the Issuer stating that (i) a Tax Event has occurred and that the same cannot be avoided by the Issuer taking reasonable measures available to it and (ii) the conditions set out in Condition 6(g) have been satisfied and such certificate shall (in the absence of manifest error or bad faith) be conclusive and sufficient evidence of the matters confirmed therein and binding on the Noteholders. Notes redeemed pursuant to this Condition 6(c) will be redeemed at their principal amount together with unpaid interest accrued to (but excluding) the date of redemption. In these Terms and Conditions, Tax Law Change means any change in, or amendment to, the laws or regulations of Ireland or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date.
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Redemption following a Tax Event. The Partnership may at its option redeem the Notes, in whole but not in part, at any time within 120 days after a Tax Event at a Redemption Price in cash equal to 100% of the principal amount of the Notes, plus, subject to Section 2.5 of this Sixth Supplemental Indenture, accrued and unpaid interest on the Notes to, but excluding, the Redemption Date.
Sample 1
Redemption following a Tax Event. The Issuers may, at their option, redeem the 2054 Notes, in whole but not in part, at the redemption price equal to the sum of: (1) 100% of the principal amount of the 2054 Notes being redeemed plus (2) accrued and unpaid interest to, but excluding, the Tax Event redemption date. In such case, the Issuers will deliver a notice of redemption specifying the tax event redemption date within 120 days after the occurrence of a Tax Event.
Sample 1
Redemption following a Tax Event. The Company may at its option redeem the Notes, in whole but not in part, for a period of 120 days following the occurrence of a Tax Event at a Redemption Price in cash equal to 100% of the principal amount of the Notes, plus (subject to Section 2.5 of this First Supplemental Indenture) accrued and unpaid interest on the Notes to, but excluding, the Redemption Date.
Sample 1
Redemption following a Tax Event. The Company may at its option redeem the Notes, in whole but not in part, at any time following the occurrence and during the continuance of a Tax Event at a redemption price in cash equal to 100% of the principal amount of the Notes, plus (subject to the provisions set forth in Section 5.04 regarding the payment of installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date), accrued and unpaid interest on the Notes to, but excluding, the redemption date.
Sample 1
Redemption following a Tax Event. Subject to the approval of the Central Bank of Brazil or any other applicable Brazilian authority for such redemption (if such approval is then required), on any Interest Payment Date, the Issuer may redeem the Notes in whole, but not in part, following the occurrence of a Tax Event. In the case of redemption following a Tax Event, the Issuer will redeem the Notes at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest, if any, through the date of such redemption, including any Additional Amounts. Before giving notice of redemption which shall be delivered to Noteholders no less than 30 days prior to the related Payment Date and to the Trustee no less than 45 days prior to such Payment Date, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that (i) subject to the obtainment of any pending necessary approvals, the Issuer is entitled to effect such redemption in accordance with the terms of this Indenture and stating the facts relating thereto and (ii) the Issuer took all reasonable measures available to the Issuer to avoid payment of the Additional Amounts. The statement shall be accompanied by a written Opinion of Brazilian Counsel to the effect that (x) the Issuer has or will become obligated to pay the Additional Amounts and (y) that all approvals necessary for the Issuer to effect the redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion are still necessary but have not been obtained.
Sample 1

Related to Redemption following a Tax Event

  • Offer to Repurchase Upon Change of Control Triggering Event (a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control Triggering Event, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and the Registrar, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and the Registrar or otherwise in accordance with the procedures of DTC, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 4.10 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer; (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Offer notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (7) Holders tendering less than all of their Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to $2,000 or an integral multiple of $1,000 in excess thereof; and (8) the other instructions, as determined by the Issuer, consistent with this Section 4.10, that a Holder must follow. (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof. (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law, (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer. (c) The Issuer shall not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.10 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (d) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.