Common use of Redemption for Tax Reasons Clause in Contracts

Redemption for Tax Reasons. If the Company has or will become obliged to pay Additional Amounts (as provided above under the heading “Payment of Additional Amounts”) as a result of any change in, or amendment to, the laws or regulations of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Original Issue Date, and the Company determines that such obligation cannot be avoided by the use of reasonable measures then available to the Company, the Company may, at its option, at any time, having given not less than 30 nor more than 60 days’ prior written notice to Holders, redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of its principal amount, together with unpaid interest, if any, on the Notes accrued to but excluding the redemption date, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts if a payment in respect to the Notes was due on such date. Prior to the transmission or publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee a certificate signed by two directors of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right to so redeem this Note has occurred.

Appears in 12 contracts

Samples: Global Security Note (American Honda Finance Corp), Global Security Note (American Honda Finance Corp), Global Security Note (American Honda Finance Corp)

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Redemption for Tax Reasons. If The Notes may be redeemed at the Company has or will become obliged to pay Additional Amounts (as provided above under the heading “Payment of Additional Amounts”) as a result of any change in, or amendment to, the laws or regulations option of the United States Issuer (subject to Condition 4(h) (Conditions to Redemption or any political subdivision or taxing authority thereof or therein affecting taxationRepurchase)) in whole, or any change but not in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Original Issue Date, and the Company determines that such obligation cannot be avoided by the use of reasonable measures then available to the Company, the Company may, at its optionpart, at any time, having given on giving not less than 30 nor more than 60 days’ prior written notice to Holders, redeem, in whole, but not in part, the Notes Noteholders (which notice shall be irrevocable) at a redemption price equal to 100% of its their principal amount, together with unpaid interestinterest accrued (if any) to the date fixed for redemption, if anya Withholding Tax Event occurs provided, on the Notes accrued to but excluding the redemption datehowever, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company Issuer would be obliged to pay such Additional Amounts additional amounts if a payment in respect to of the Notes was due on such datewere then due. Prior to the transmission or publication of any notice of redemption pursuant to this paragraph, the Company Issuer shall deliver to the Trustee Fiscal Agent (solely for the purposes of making such documents available to Noteholders either at the Fiscal Agent's specified office for inspection, or by providing electronic copies by email): (A) a certificate signed by two directors of the Company Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right of the Issuer so to so redeem have occurred; and (B) an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. Upon the expiry of any such notice as is referred to in this Note has occurred.Condition 4(b) (Redemption for tax reasons), the Issuer shall be bound to redeem the Notes in accordance with this Condition 4(b) (Redemption for tax reasons). Where:

Appears in 2 contracts

Samples: Supplemental Agency Agreement, Agency Agreement

Redemption for Tax Reasons. If the Company has or will become obliged to pay Additional Amounts (as provided above under the heading “Payment of Additional Amounts”) as a result of any change in, or amendment to, the laws or regulations of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Original Issue DateSeptember 11, 2015, and the Company determines that such obligation cannot be avoided by the use of reasonable measures then available to the Company, the Company may, at its option, at any time, having given giving not less than 30 nor more than 60 days’ prior written notice to Holders, redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of its principal amount, together with unpaid interest, if any, on the Notes accrued to but excluding the redemption date, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts if a payment in respect to the Notes was due on such date. Prior to the transmission or publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee a certificate signed by two directors of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right to so redeem this Note has occurred.

Appears in 2 contracts

Samples: Global Security Note (American Honda Finance Corp), Global Security Note (American Honda Finance Corp)

Redemption for Tax Reasons. If The Notes of this Series may be redeemed at the Company option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), on giving not less than 30 nor more than 60 days’ notice in accordance with Condition 11 (which notice shall be irrevocable), in accordance with paragraph (g) or (h) (as applicable) below if (i) the Issuer has or will become obliged to pay Additional Amounts (additional amounts as provided above under the heading “Payment of Additional Amounts”) or referred to in Condition 6 as a result of any change in, or amendment to, the laws or regulations of the United States The Kingdom of Denmark or any political subdivision or taxing any authority thereof or therein affecting taxationhaving power to tax, or any change in official position regarding the application or official interpretation of such laws, regulations laws or rulingsregulations, which change or amendment becomes effective on or after the Original Issue Date, Date of the first issue of Notes of this Series and the Company determines that (ii) such obligation cannot be avoided by the use of Issuer taking reasonable measures then available to the Company, the Company may, at its option, at any time, having given not less than 30 nor more than 60 days’ prior written notice to Holders, redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of its principal amount, together with unpaid interest, if any, on the Notes accrued to but excluding the redemption dateit, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company Issuer would be obliged to pay such Additional Amounts if additional amounts were a payment in respect to of the Notes was due on such dateof this Series then due. Prior to the transmission or publication of any notice of redemption pursuant to this paragraphparagraph (b), the Company Issuer shall deliver to the Trustee Agent a certificate signed by two directors of the Company Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right of the Issuer so to so redeem this Note have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has occurredor will become obliged to pay such additional amounts as a result of such change or amendment.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

Redemption for Tax Reasons. If (a) The Company may redeem the Notes at its option in whole, but not in part, at a Redemption Price equal to 100% of their principal amount (plus any accrued interest and Additional Amounts then payable with respect to the Notes), if the Company has or will become obliged to pay Additional Amounts determines determine that (as provided above under the heading “Payment of Additional Amounts”A) as a result of any change in, or amendment toto the laws, the laws treaties, regulations or regulations rulings of the United States or any political subdivision or taxing authority thereof thereof, which change or therein affecting taxationamendment is announced and becomes effective after August 3, 2017, the Company has or will become obligated to pay Additional Amounts pursuant to Article 7 on any Notes or (B) after August 3, 2017, any change in the official position regarding the application application, enforcement or interpretation of such those laws, treaties, regulations or rulings, which change including a holding by a court of competent jurisdiction in the United States or amendment becomes effective on any other action, taken by any taxing authority or after a court of competent jurisdiction in the Original Issue DateUnited States, and the Company determines that whether or not such obligation cannot be avoided by the use of reasonable measures then available action was taken or made with respect to the Company, results in a material probability that the Company may, at its option, at any time, having given not less than 30 nor more than 60 days’ prior written notice to Holders, redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of its principal amount, together with unpaid interest, if any, on the Notes accrued to but excluding the redemption date, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged has or will become obligated to pay such Additional Amounts if pursuant to Article 7 on any Notes (a payment “Change in respect to the Notes was due on such date. Tax Law”). (b) Prior to the transmission or publication mailing of any notice of any redemption pursuant to this paragraphSection 4.02, the Company shall deliver to the Trustee a certificate signed by two directors of the Company (1) an Officer’s Certificate stating that the Company is entitled to effect such a redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right of the Company to so redeem this Note has occurredhave occurred and (2) an Opinion of Counsel to that effect based on that statement of facts.

Appears in 1 contract

Samples: Eleventh Supplemental Indenture (Intel Corp)

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Redemption for Tax Reasons. If the Company has or will become obliged to pay Additional Amounts (as provided above under the heading “Payment of Additional Amounts”) as a result of any change in, or amendment to, the laws or regulations of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Original Issue DateDecember 14, 2015, and the Company determines that such obligation cannot be avoided by the use of reasonable measures then available to the Company, the Company may, at its option, at any time, having given giving not less than 30 nor more than 60 days’ prior written notice to Holders, redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of its principal amount, together with unpaid interest, if any, on the Notes accrued to but excluding the redemption date, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts if a payment in respect to the Notes was due on such date. Prior to the transmission or publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee a certificate signed by two directors of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right to so redeem this Note has occurred.

Appears in 1 contract

Samples: Global Security Note (American Honda Finance Corp)

Redemption for Tax Reasons. If the Company has or will become obliged to pay Additional Amounts (as provided above under the heading “ — Payment of Additional Amounts”) as a result of any change in, or amendment to, the laws or regulations of the United States or any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Original Issue Date, and the Company determines that such obligation cannot be avoided by the use of reasonable measures then available to the Company, the Company may, at its option, at any time, having given not less than 30 nor more than 60 days’ prior written notice to Holders, redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of its principal amount, together with unpaid interest, if any, on the Notes accrued to but excluding the redemption date, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts if a payment in respect to the Notes was due on such date. Prior to the transmission or publication of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Trustee a certificate signed by two directors of the Company stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right to so redeem this Note has occurred.

Appears in 1 contract

Samples: Global Security Note (American Honda Finance Corp)

Redemption for Tax Reasons. If The Notes may be redeemed at the Company has or will become obliged to pay Additional Amounts (as provided above under the heading “Payment of Additional Amounts”) as a result of any change in, or amendment to, the laws or regulations option of the United States Issuer (subject to Condition 4(i) (Conditions to Redemption or any political subdivision or taxing authority thereof or therein affecting taxationRepurchase)) in whole, or any change but not in official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Original Issue Date, and the Company determines that such obligation cannot be avoided by the use of reasonable measures then available to the Company, the Company may, at its optionpart, at any time, having given on giving not less than 30 nor more than 60 days’ prior written ' notice to Holders, redeem, in whole, but not in part, the Notes Noteholders (which notice shall be irrevocable) at a redemption price equal to 100% of its their principal amount, together with unpaid interestinterest accrued (if any) to the date fixed for redemption, if anya Withholding Tax Event occurs provided, on the Notes accrued to but excluding the redemption datehowever, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company Issuer would be obliged to pay such Additional Amounts additional amounts if a payment in respect to of the Notes was due on such datewere then due. Prior to the transmission or publication of any notice of redemption pursuant to this paragraph, the Company Issuer shall deliver to the Trustee Fiscal Agent (solely for the purposes of making such documents available to Noteholders either at the Fiscal Agent's specified office for inspection, or by providing electronic copies by email): (A) a certificate signed by two directors of the Company Issuer stating that the Company Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the Company’s right of the Issuer so to so redeem have occurred; and (B) an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment. Upon the expiry of any such notice as is referred to in this Note has occurred.Condition 4(b) (Redemption for tax reasons), the Issuer shall be bound to redeem the Notes in accordance with this Condition 4(b) (Redemption for tax reasons). Where:

Appears in 1 contract

Samples: Agency Agreement

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