REDEMPTION OF DEBENTURES. Section 4.01. The Debentures are redeemable prior to maturity, in accordance with the provisions of this Article Four, at the principal amount thereof and accrued interest to the date fixed for redemption (but if the date fixed for redemption is a semi-annual interest payment date, the interest installment payable on such date shall be paid to the holder at the close of business on the record date for such interest payment date), together, in certain cases, with a premium, all as set forth in the form of Debenture provided for herein. The Trustee, upon the request of the Company (evidenced by a copy of a Board Resolution, delivered to the Trustee at least 60 days prior to the redemption date) and notification by the Bond Trustee, signed by a Vice President or Trust Officer (delivered to the Trustee at least 35 days prior to the redemption date), that an equal principal amount of Bonds are to be redeemed and specifying the premium, if any, to be paid on such redemption, shall, for and on behalf of and in the name of the Company, mail or cause to be mailed a notice of redemption with respect to the principal amount of Debentures specified in such request. Section 4.02. In case of a redemption of a part only of the Debentures, the Trustee shall select the particular Debentures or parts thereof, which shall be $5,000 or multiples thereof, so to be redeemed according to such method as the Trustee shall deem proper in its discretion. Notice of redemption to the holder of any Debenture which is to be redeemed in whole or in part shall be mailed by or on behalf of the Company, not less than thirty days prior to the date fixed for redemption, to him at his last address appearing upon the registry books. Failure duly to give such notice by mailing to the holder of any Debenture designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Debenture. The notice of redemption to each holder of Debentures to be redeemed shall specify the Debentures or parts thereof held by such holder to be redeemed, which shall be $5,000 or multiples thereof, the date fixed for redemption, the CUSIP numbers (if any) of such Debentures, the redemption price at which Debentures are to be redeemed and the place where payment of the redemption price is to be made upon surrender of the Debentures, and shall state that interest accrued to the date fixed for redemption will be paid in the manner specified in said notice, that from said date interest thereon will cease to accrue, and, in the case of any Debenture which is to be redeemed in part only, that on and after the redemption date, upon surrender of such Debenture, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unremedied portion of such Debenture will be issued. Such notice shall also state that it is subject to the receipt of the redemption moneys by the Trustee prior to the date fixed for redemption, and that such notice, and the Company's request to the Trustee to mail such notice, shall be of no effect unless such moneys are received prior to such date. Section 4.03. Notice of redemption having been mailed, and the Trustee having prior to the date fixed for redemption specified in the notice of redemption received for the purpose an amount in cash sufficient to redeem all of the Debentures called for redemption, the Debentures called for redemption shall become due and payable on such date fixed for redemption. Section 4.04. On and after the date fixed for redemption, if the moneys for the redemption of the Debentures to be redeemed shall have been received by the Trustee, such Debentures shall cease to bear interest. All moneys on deposit with the Trustee for the redemption of Debentures shall, subject to the provisions of Section 13.04 hereof, be held in trust for account of the holders of the Debentures so to be redeemed, and shall be paid to them, respectively, upon presentation and surrender of said Debentures. If any Debenture of a denomination larger than $5,000 shall be called for redemption in part only, upon presentation of any such Debenture so called for redemption, the payment with respect to said Debenture shall be made and Debentures for the unpaid balance of the principal amount of the Debenture so presented shall be authenticated and delivered by the Trustee without charge therefor to the holder thereof. On and after the date fixed for such redemption, interest shall be payable only on the portion of such Debenture not so called for redemption and only such portion shall be deemed outstanding and continue to be entitled to the benefits of this Indenture. Anything in this Indenture contained to the contrary notwithstanding, if the giving of the notice of redemption shall have been completed as provided in Section 4.02, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited in trust with the Trustee funds sufficient to redeem the Debentures (or parts thereof) to be redeemed on the date fixed for redemption, together with interest accrued to the date fixed for redemption, then all obligations of the Company in respect of such Debentures (or parts thereof) shall cease and be discharged and the holders of such Debentures or parts thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under this Indenture or in respect to such Debentures (or parts thereof).
Appears in 2 contracts
Samples: Indenture (Elizabethtown Water Co /Nj/), Indenture (Elizabethtown Water Co /Nj/)
REDEMPTION OF DEBENTURES. Section 4.01. The Debentures are redeemable prior to maturity, in accordance with Within 30 days after the provisions of this Article Four, at the principal amount thereof and accrued interest to the date fixed for redemption (but if the date fixed for redemption is a semi-annual interest payment date, the interest installment payable on such date shall be paid to the holder at the close of business on the record date for such interest payment date), together, in certain cases, with a premium, all as set forth in the form of Debenture provided for herein. The Trustee, upon the request receipt of the Company (evidenced by a copy of a Board Resolution, delivered to or the Trustee at least 60 days prior of any request for redemption of the Debentures ( or any portion thereof) duly made pursuant to section 1301, the redemption date) and notification by the Bond Trustee, signed by a Vice President or Trust Officer (delivered to Company shall deposit with the Trustee at least 35 days prior to the redemption date), that or with a Paying Agent an equal principal amount of Bonds are money sufficient to be redeemed and specifying the premium, if any, to be paid on such redemption, shall, for and on behalf of and in the name of the Company, mail or cause to be mailed a notice of redemption with respect to repay the principal amount of all Debentures specified in such request.
Section 4.02. In case which are to be redeemed, together with interest accrued thereon to the Redemption Date, exclusive of installments of interest with a redemption Stated Maturity on or prior to the Redemption Date, payment of a part only which shall have been made or duly provided for to the registered Holders of the Debentures, Debentures on the Trustee shall select the particular relevant Record Dates in accordance with Section 307. The Debentures or parts thereof, which shall be $5,000 or multiples thereof, so to be redeemed according to such method as the Trustee shall deem proper in its discretion. Notice of redemption to the holder of any Debenture which is to be redeemed in whole or in part shall be mailed by or on behalf of the Company, not less than thirty days prior to the date fixed for redemption, to him at his last address appearing upon the registry books. Failure duly to give such notice by mailing to the holder of any Debenture designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Debenture. The notice of redemption to each holder of Debentures to be redeemed shall specify the Debentures or parts thereof held by such holder to be redeemed, which shall be $5,000 or multiples thereof, the date fixed for redemption, the CUSIP numbers (if any) of such Debentures, the redemption price at which Debentures are to be redeemed and the place where payment of the redemption price is to be made upon surrender of the Debentures, and shall state that interest accrued to the date fixed for redemption will be paid in the manner specified in said notice, that from said date interest thereon will cease to accrue, and, in the case of any Debenture which is to be redeemed in part only, that on and after the redemption date, upon surrender of such Debenture, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unremedied portion of such Debenture will be issued. Such notice shall also state that it is subject to the receipt of the redemption moneys by the Trustee prior to the date fixed for redemption, and that such notice, and the Company's request to the Trustee to mail such notice, shall be of no effect unless such moneys are received prior to such date.
Section 4.03. Notice of redemption having been mailed, and the Trustee having prior to the date fixed for redemption specified in the notice of redemption received for the purpose an amount in cash sufficient to redeem all of the Debentures called for redemption, the Debentures called for redemption shall become due and payable on the Redemption Date with respect to each such date fixed for redemption.
Section 4.04. On Debenture at the amount to be repaid as provided above and from and after the date fixed for redemption, if Redemption Date (unless the moneys for the redemption of the Debentures to be redeemed Company shall have been received by the Trustee, default in such Debentures repayment) such Debenture shall cease to bear interest. All moneys on Immediately upon deposit with the Trustee for or with a Paying Agent of the redemption amounts as provided above with respect to each Debenture (or portion thereof), the Company shall cause such Debenture (or portion thereof) to be repaid. Installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Debentures shall, subject registered as such on the relevant Record Dates according to their terms and the provisions of Section 13.04 hereof, be held in trust for account of the holders of the Debentures so to be redeemed, and shall be paid to them, respectively, upon presentation and surrender of said Debentures307. If any Debenture of a denomination larger than $5,000 duly requested to be repaid shall not be called for redemption in part only, repaid upon presentation of any such Debenture so called for redemptionthe Redemption Date, the payment with respect to said Debenture shall be made and Debentures for principal shall, until paid, bear interest from the unpaid balance of Redemption Date at the principal amount of the Debenture so presented shall be authenticated and delivered rate borne by the Trustee without charge therefor to the holder thereofDebenture. On and after the date fixed for such redemption, interest No premium shall be payable only on by the Company upon redemptions of Debentures pursuant to this Article Thirteen. If all or any portion of such Debenture the Debentures otherwise eligible for redemption under this Article Thirteen are not so called for redemption and only repurchased because of the $100,000 limitation of Section 1301, such portion unredeemed amount shall be deemed outstanding and continue subject to be entitled to redemption in the benefits of this Indenture. Anything first month thereafter in this Indenture contained to the contrary notwithstanding, if the giving of the notice of redemption shall have been completed as provided in Section 4.02, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited in trust with the Trustee funds sufficient to redeem the Debentures (or parts thereof) to be redeemed on the date fixed for redemption, together with interest accrued to the date fixed for redemption, then all obligations of the Company in respect of which such Debentures (or parts thereof) shall cease and would then be discharged and the holders of such Debentures or parts thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under this Indenture or in respect to such Debentures (or parts thereof)so eligible.
Appears in 1 contract
REDEMPTION OF DEBENTURES. Section 4.01(1) At any time after the Effective Date, the Company shall have the right at its option to redeem the Debentures, in whole on any Interest Payment Date or in part from time to time on any Interest Payment Date, on not less than 30 days prior notice (the “Redemption Notice”) to the Trustee and the Holders of Debentures to be redeemed at a redemption price (the “Redemption Price”) equal to (i) the principal amount of the Debentures to be redeemed, plus (ii) all accrued and unpaid interest on the Debentures to be redeemed. The Redemption Notice shall be in the form set out in Schedule “E” to this Indenture and the Redemption Notice shall be given in the manner provided in sections 12.2 and 12.3.
(2) The Company shall, at least 15 days before the date upon which the Redemption Notice is to be given, notify the Trustee of (A) its intention to redeem such Debentures, (B) the aggregate principal amount of Debentures to be redeemed, and (C) the Redemption Price to be paid.
(3) If less than all the outstanding Debentures are redeemable prior to maturitybe redeemed, the Debentures registered in the name of each Holder shall be redeemed on a pro-rata basis, to the nearest multiple of $1,000, in accordance with the provisions of this Article Four, at the principal amount thereof and accrued interest to the date fixed for redemption (but if the date fixed for redemption is a semi-annual interest payment date, the interest installment payable on such date shall be paid to the holder at the close of business on the record date for such interest payment date), together, in certain cases, with a premium, all as set forth in the form of Debenture provided for herein. The Trustee, upon the request their proportional share of the Company (evidenced by a copy of a Board Resolution, delivered to the Trustee at least 60 days prior to the redemption date) and notification by the Bond Trustee, signed by a Vice President or Trust Officer (delivered to the Trustee at least 35 days prior to the redemption date), that an equal outstanding principal amount of Bonds are the Debentures. Debentures in denominations in excess of $1,000 may be selected and called for redemption in part only (such part being $1,000 or an integral multiple thereof) and, unless the context otherwise requires, references to Debentures in this Section 2.21 shall be redeemed and specifying the premium, if any, deemed to be paid on include any such redemption, shall, for and on behalf part of and in the name of the Company, mail or cause to be mailed a notice of redemption with respect to the principal amount of Debentures specified in such request.
Section 4.02. In case of a redemption of a part only of the Debentures, the Trustee shall select the particular Debentures or parts thereof, which shall be $5,000 or multiples thereof, have been so to be redeemed according to such method as the Trustee shall deem proper in its discretion. Notice of redemption to the holder of any Debenture which is to be redeemed in whole or in part shall be mailed by or on behalf of the Company, not less than thirty days prior to the date fixed for redemption, to him at his last address appearing upon the registry books. Failure duly to give such notice by mailing to the holder of any Debenture designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Debenture. The notice of redemption to each holder of Debentures to be redeemed shall specify the Debentures or parts thereof held by such holder to be redeemed, which shall be $5,000 or multiples thereof, the date fixed for redemption, the CUSIP numbers (if any) of such Debentures, the redemption price at which Debentures are to be redeemed selected and the place where payment of the redemption price is to be made upon surrender of the Debentures, and shall state that interest accrued to the date fixed for redemption will be paid in the manner specified in said notice, that from said date interest thereon will cease to accrue, and, in the case of any Debenture which is to be redeemed in part only, that on and after the redemption date, upon surrender of such Debenture, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unremedied portion of such Debenture will be issued. Such notice shall also state that it is subject to the receipt of the redemption moneys by the Trustee prior to the date fixed for redemption, and that such notice, and the Company's request to the Trustee to mail such notice, shall be of no effect unless such moneys are received prior to such date.
Section 4.03. Notice of redemption having been mailed, and the Trustee having prior to the date fixed for redemption specified in the notice of redemption received for the purpose an amount in cash sufficient to redeem all of the Debentures called for redemption, the Debentures called for redemption shall become due and payable on such date fixed for redemption.
Section 4.04. On and after the date fixed for redemption, if the moneys for the redemption The Holder of the Debentures to be redeemed shall have been received by the Trustee, such Debentures shall cease to bear interest. All moneys on deposit with the Trustee for the redemption of Debentures shall, subject to the provisions of Section 13.04 hereof, be held in trust for account of the holders of the Debentures so to be redeemed, and shall be paid to them, respectively, upon presentation and surrender of said Debentures. If any Certificated Debenture of a denomination larger than $5,000 shall be called for redemption in part only, upon presentation surrender of such Debenture for payment, shall be entitled to receive, without expense to such Holder, a new Debenture Certificate for the unredeemed part of the Debenture so surrendered, and the Company shall execute and the Trustee shall Authenticate and deliver, at the expense of the Company, such new Debenture Certificate upon receipt of the Debenture so surrendered.
(4) Upon a Redemption Notice being given in accordance with this Section 2.21, the Redemption Price shall be and become due and payable on the date specified in the Redemption Notice (the “Redemption Date”) and with the same effect as if that date was the Maturity Date of such Debentures, the provisions hereof or of any such Debenture so Debentures notwithstanding. The Redemption Price will be payable upon presentation and surrender of the Debentures called for redemption at the office of the Trustee. From and after such Redemption Date interest shall cease on the Debentures called for redemption, unless payment of the Redemption Amount shall not be made on presentation for surrender of such Debentures on or after the Redemption Date. Upon the Debentures being called for redemption, the payment Company shall deposit with respect the Trustee, in accordance with Section 2.8(a), such sums as are sufficient to said Debenture pay the Redemption Price. From the sums so deposited, the Trustee shall pay or cause to be made and Debentures for paid to the unpaid balance Holders, upon surrender of the principal amount Debentures, the Redemption Price of the Debenture Debentures so presented shall be authenticated and delivered by the Trustee without charge therefor to the holder thereof. On and after the date fixed for such redemption, interest shall be payable only on the portion of such Debenture not so called for redemption and only such portion shall be deemed outstanding and continue to be entitled to the benefits of this Indenture. Anything in this Indenture contained to the contrary notwithstanding, if the giving of the notice of redemption shall have been completed as provided in Section 4.02, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited in trust with the Trustee funds sufficient to redeem the Debentures (or parts thereof) to be redeemed on the date fixed for redemption, together with interest accrued to the date fixed for redemption, then all obligations of the Company in respect of such Debentures (or parts thereof) shall cease and be discharged and the holders of such Debentures or parts thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under this Indenture or in respect to such Debentures (or parts thereof)surrendered.
Appears in 1 contract
Samples: Restructuring Agreement
REDEMPTION OF DEBENTURES. Section 4.01. (a) The Company may not redeem any Debentures are redeemable prior to maturityNovember 20, in accordance with 2011. On or after November 20, 2011 and prior to November 15, 2014, the provisions of this Article Four, Debentures may be redeemed at any time or from time to time at the principal amount thereof and accrued interest to the date fixed for redemption (but if the date fixed for redemption is a semi-annual interest payment date, the interest installment payable on such date shall be paid to the holder at the close of business on the record date for such interest payment date), together, in certain cases, with a premium, all as set forth in the form of Debenture provided for herein. The Trustee, upon the request option of the Company (evidenced by a copy of a Board Resolution, delivered to the Trustee at least 60 days prior to the redemption date) and notification by the Bond Trustee, signed by a Vice President or Trust Officer (delivered to the Trustee at least 35 days prior to the redemption date), that an equal principal amount of Bonds are to be redeemed and specifying the premium, if any, to be paid on such redemption, shall, for and on behalf of and in the name of the Company, mail or cause to be mailed a notice of redemption with respect to the principal amount of Debentures specified in such request.
Section 4.02. In case of a redemption of a part only of the Debentures, the Trustee shall select the particular Debentures or parts thereof, which shall be $5,000 or multiples thereof, so to be redeemed according to such method as the Trustee shall deem proper in its discretion. Notice of redemption to the holder of any Debenture which is to be redeemed in whole or in part shall be mailed by or on behalf as described below, if the Closing Sale Price of the CompanyCommon Stock exceeds 140% of the Conversion Price for at least 20 Trading Days in any 30 consecutive Trading Day period, not less than thirty days including the last day of the period. Upon any redemption pursuant to this Section 3.01, the Company shall provide the notice required by Section 3.02 hereof (which notice may be revoked at any time prior to the date fixed for redemptiontime at which the Company or the Trustee, to him at his last address appearing upon as the registry books. Failure duly to give case may be, has given such notice by mailing to the holder of any Debenture designated for Debentureholders) and shall pay a redemption in whole or in part shall not affect the validity price equal to 100% of the proceedings for the redemption principal amount of any other Debenture. The notice of redemption to each holder of Debentures to be redeemed shall specify the Debentures or parts thereof held by such holder to be being redeemed, which shall be $5,000 or multiples thereoftogether with accrued and unpaid Interest to, but excluding, the date fixed for redemption, the CUSIP numbers (payable in cash, plus, if any) of such Debenturesapplicable, the redemption price at which Debentures are to be redeemed and the place where payment of the redemption price is to be made upon surrender of the Debentures, and shall state Coupon Make-Whole Payment; provided that interest accrued to if the date fixed for redemption will falls after a record date and on or prior to the corresponding interest payment date, then the Interest payable on such interest payment date shall be paid to the holders of record of the Debentures on the applicable record date instead of the holders surrendering the Debentures for redemption.
(b) The Coupon Make-Whole Payment, if any, shall be paid on all Debentures being redeemed by the Company on a redemption date on or after November 20, 2011 and prior to November 15, 2014, including any Debentures that may have been converted after the date of the notice of redemption and prior to such redemption date.
(c) The Company may elect to pay the Coupon Make-Whole Payment or any portion thereof in cash or, subject to the manner specified fulfillment by the Company of the conditions set forth in said noticeSection 3.01(g), that from said date interest thereon will cease by delivering shares of Common Stock or a combination thereof. If the Company elects to accruedeliver Common Stock, and, in the case number of any Debenture which is shares of Common Stock to be redeemed delivered will equal the Coupon Make-Whole Payment to be paid (or any portion thereof that the Company elects to pay in part onlyshares of Common Stock) divided by the average Closing Sale Price of the Common Stock, that on to be determined as follows: (i) if a holder converts Debentures after the Company delivers the notice of redemption and after prior to the redemption date, the average Closing Sale Price of the Common Stock will be the average of the Closing Sale Prices of the Common Stock on the ten consecutive Trading Days beginning on the second Trading Day following the day the Debentures are submitted for conversion, and (ii) if the Company redeems the Debentures on the redemption date, the average Closing Sale Price of the Common Stock will be the average of the Closing Sale Prices of the Common Stock on the ten consecutive Trading Days preceding and ending on or prior to the third day before the redemption date.
(d) If a holder converts the Debentures after the Company delivers the notice of redemption and prior to the redemption date, the Company shall deliver the Coupon Make-Whole Payment on the same date as it delivers the Conversion Value to such holder in accordance with Section 17.13. If the Company redeems such holder's Debentures, the Company shall deliver the Coupon Make-Whole Payment to such holder on the redemption date.
(e) No fractions of shares of Common Stock shall be issued upon surrender payment of the Coupon Make-Whole Payment. Instead of any fractional share of Common Stock that would otherwise be issued, the Company shall pay a cash adjustment in respect of such Debenture, a new Debenture or Debentures fraction based on the ten-day average of authorized denominations the Closing Sale Prices calculated in aggregate principal amount equal accordance with clause (c) above.
(f) Any issuance and delivery of stock certificates representing shares of Common Stock on payment of the Coupon Make-Whole Payment shall be made without charge to the unremedied portion holder of Debentures being redeemed or for any tax or duty in respect of the issuance or delivery of such Debenture will stock certificates or the Debentures represented thereby; provided, however, that the Company shall not be required to pay any tax or duty which may be payable in respect of (i) income of such holder or (ii) any transfer involved in the issuance or delivery of stock certificates representing shares of Common Stock in a name other than that of the holder of the Debentures being redeemed, and no such issuance or delivery shall be made unless the Persons requesting such issuance or delivery has paid to the Company the amount of any such tax or duty or has established, to the satisfaction of the Company, that such tax or duty has been paid.
(g) Conditions to the Company's Election to Pay the Coupon Make-Whole Payment in Common Stock. The Company may, at its option, pay the Coupon Make-Whole Payment payable to holders pursuant to this Section 3.01 in shares of Common Stock, if the following conditions are satisfied:
(A) The shares of Common Stock to be so issued. Such notice :
(1) shall also state that it is not require registration under any federal securities law before such shares may be freely transferable without being subject to any transfer restrictions under the receipt of the redemption moneys by the Trustee Securities Act or if such registration is required, such registration shall be completed and shall become effective prior to the date fixed for redemptionthe shares are required to be delivered under Section 3.01(d); and
(2) shall not require registration with, and that or approval of, any governmental authority under any state law or any other federal law before such noticeshares may be validly issued or delivered upon conversion or redemption or if such registration is required or such approval must be obtained, and the Company's request to the Trustee to mail such notice, registration shall be of no effect unless completed or such moneys are received prior to such date.
Section 4.03. Notice of redemption having been mailed, and the Trustee having approval shall be obtained prior to the date fixed the shares are required to be delivered under Section 3.01(d).
(B) The shares of Common Stock to be listed upon conversion or redemption of Debentures hereunder are, or shall have been, approved for listing on the New York Stock Exchange or listed on another national securities exchange or automated quotation system, in any case, prior to the date the shares are required to be delivered under Section 3.01(d).
(C) All shares of Common Stock which may be issued upon conversion or redemption specified in the notice of redemption received for the purpose an amount in cash sufficient to redeem all Debentures will be issued out of the Debentures called for redemptionCompany's authorized but unissued Common Stock and will, upon issue, be duly and validly issued and fully paid and nonassessable and free of any preemptive or similar rights.
(D) If any of the conditions set forth in clauses (A) through (C) of this Section 3.01(g) are not satisfied in accordance with the terms thereof, the Coupon Make-Whole Payment shall be paid by the Company only in cash.
(h) On or after November 15, 2014, the Debentures called for redemption shall become due and payable on such date fixed for redemption.
Section 4.04. On and after may be redeemed at any time or from time to time at the date fixed for redemption, if the moneys for the redemption option of the Debentures Company, upon notice as required by Section 3.02 hereof (which notice maybe revoked at any time prior to be redeemed shall have been received by the time at which the Company or the Trustee, as the case may be, has given such Debentures shall cease notice to bear interest. All moneys on deposit with the Trustee Debentureholders), in whole or in part, for the redemption of Debentures shall, subject to the provisions of Section 13.04 hereof, be held in trust for account of the holders of the Debentures so to be redeemed, and shall be paid to them, respectively, upon presentation and surrender of said Debentures. If any Debenture of a denomination larger than $5,000 shall be called for redemption in part only, upon presentation of any such Debenture so called for redemption, the payment with respect to said Debenture shall be made and Debentures for the unpaid balance cash at 100% of the principal amount of the Debenture so presented shall be authenticated Debentures being redeemed, together with accrued and delivered by the Trustee without charge therefor to the holder thereof. On and after the date fixed for such redemptionunpaid Interest to, interest shall be payable only on the portion of such Debenture not so called for redemption and only such portion shall be deemed outstanding and continue to be entitled to the benefits of this Indenture. Anything in this Indenture contained to the contrary notwithstandingbut excluding, if the giving of the notice of redemption shall have been completed as provided in Section 4.02, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited in trust with the Trustee funds sufficient to redeem the Debentures (or parts thereof) to be redeemed on the date fixed for redemption, together with interest accrued to ; provided that if the date fixed for redemptionredemption falls after a record date and on or prior to the corresponding interest payment date, then all obligations of the Company in respect of Interest payable on such Debentures (or parts thereof) interest payment date shall cease and be discharged and paid to the holders of such record of the Debentures or parts thereof) shall thereafter be restricted exclusively to such funds on the applicable record date instead of the holders surrendering the Debentures for any and all claims of whatsoever nature on their part under this Indenture or in respect to such Debentures (or parts thereof)redemption.
Appears in 1 contract
Samples: Indenture (Gencorp Inc)
REDEMPTION OF DEBENTURES. Within 30 days of the date a request for redemption pursuant to Section 4.01. The Debentures are redeemable prior to maturity3.02 is first received, the Company shall: (a) examine evidence of the death of any deceased Holder and the authority of the deceased Holder's representative, and otherwise determine if the request for redemption has been duly made in accordance with the provisions of this Article Four, at the principal amount thereof Section 3.02; and accrued interest to the date fixed for redemption (but b) determine if the date fixed for redemption is a semi-annual interest payment date, the interest installment payable on such date shall be paid conditions to the holder at the close of business on the record date for such interest payment date), together, in certain cases, with a premium, all as repayment set forth in Section 3.02 have been met. If the form of Company shall determine that redemption may not be made in accordance with Section 3.02, the Company shall direct the Trustee to so inform the Holder or the deceased Holder's authorized representative and to return the Debenture provided for hereinor Debentures to him. The Trustee, upon If the Company shall determine that the request of for redemption has been properly made and that all conditions to redemption set forth in Section 3.02 have been met, the Company (evidenced by a copy of a Board Resolution, delivered to immediately shall notify the Trustee at least 60 days prior in writing stating the amount of Debentures to be redeemed, the redemption date) price and notification by that the Bond TrusteeDebenture or Debentures will be redeemed on the next March 1 thereafter, signed by a Vice President or Trust Officer (delivered to and the Company and the Trustee at least 35 days prior to shall cause the redemption date), that an equal principal amount of Bonds are Debenture or Debentures to be redeemed and specifying as follows:
(1) At least 15 days before the premiumMandatory Redemption Date, if anythe Trustee, to be paid on such redemption, shall, for and on behalf of and in the Company's name of and at the Company's expense, shall mail or cause to be mailed a notice of redemption with respect by first class mail to the principal amount of each Holder whose Debentures specified in such request.
Section 4.02. In case of a redemption of a part only of the Debentures, the Trustee shall select the particular Debentures or parts thereof, which shall be $5,000 or multiples thereof, so are to be redeemed according to such method as the Trustee shall deem proper in its discretion. Notice of redemption to the holder of any Debenture which is to be redeemed in whole or in part shall be mailed by or on behalf of the Company, not less than thirty days prior to the date fixed for redemption, to him at his last address appearing upon the registry books. Failure duly to give such notice by mailing to the holder of any Debenture designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Debentureredeemed. The notice shall state the amount of redemption to each holder of such Debentures to be redeemed shall specify the Debentures or parts thereof held by such holder to be redeemed, which shall be $5,000 or multiples thereof, the date fixed for redemption, the CUSIP numbers (if any) of such Debentures, the redemption price at which Debentures are to be redeemed and the place where payment price, and, if only a portion of the redemption price a principal amount of any Debenture is to be made upon surrender of the Debenturesredeemed, and shall state that interest accrued to the date fixed for redemption will be paid in the manner specified in said notice, that from said date interest thereon will cease to accrue, and, in the case of any Debenture which is to be redeemed in part only, that on and after the redemption date, upon surrender of such Debenture, Mandatory Redemption Date that a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unremedied unredeemed portion of such Debenture thereof will be issued. Such notice shall also state that it is subject to the receipt of the redemption moneys by the Trustee prior to the date fixed for redemption, and that such notice, and the Company's request to the Trustee to mail such notice, shall be of no effect unless such moneys are received prior to such date.
Section 4.03. Notice of redemption having been mailed, and the Trustee having prior to the date fixed for redemption specified in the notice of redemption received for the purpose an amount in cash sufficient to redeem all of the Debentures called for redemption, the Debentures called for redemption (2) The Company shall become due and payable on such date fixed for redemption.
Section 4.04. On and after the date fixed for redemption, if the moneys for the redemption of the Debentures to be redeemed shall have been received by the Trustee, such Debentures shall cease to bear interest. All moneys on deposit with the Trustee for the redemption of Debentures shall, subject to the provisions of Section 13.04 hereof, be held in trust for account of the holders of the Debentures so to be redeemed, and shall be paid to them, respectively, upon presentation and surrender of said Debentures. If any Debenture of or with a denomination larger than $5,000 shall be called for redemption in part only, upon presentation of any such Debenture so called for redemption, the payment with respect to said Debenture shall be made and Debentures for the unpaid balance of the principal amount of the Debenture so presented shall be authenticated and delivered by the Trustee without charge therefor to the holder thereof. On and after the date fixed for such redemption, interest shall be payable only on the portion of such Debenture not so called for redemption and only such portion shall be deemed outstanding and continue to be entitled to the benefits of this Indenture. Anything in this Indenture contained to the contrary notwithstandingPaying Agent or, if the giving of the notice of redemption shall have been completed Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 4.028.03, or if provision satisfactory to the Trustee for the giving an amount of such notice shall have been made, and if the Company shall have deposited in trust with the Trustee funds money sufficient to redeem pay the redemption price for all Debentures (or parts thereof) which are to be redeemed on the date fixed for redemptionredeemed, together with interest accrued thereon to the date fixed Mandatory Redemption Date, exclusive of installments of interest whose stated maturity is on or prior to the Mandatory Redemption Date, payment of which shall have been made or duly provided for redemption, then all obligations to the registered holders of the Company in respect of such Debentures (or parts thereof) shall cease and be discharged on the relevant Record Dates according to their terms and the holders provisions of such Debentures or parts thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under this Indenture or in respect to such Debentures (or parts thereof)Section 2.
Appears in 1 contract
Samples: Indenture (Mca Financial Corp /Mi/)
REDEMPTION OF DEBENTURES. Section 4.01. The Debentures are redeemable prior to maturity, in accordance with the provisions of this Article Four, at the principal amount thereof and accrued interest to the date fixed for redemption (but if the date fixed for redemption is a semi-annual interest payment date, the interest installment payable on such date shall be paid to the holder at the close of business on the record date for such interest payment date), together, in certain cases, with a premium, all as set forth in the form of Debenture provided for herein. The Trustee, upon the request of the Company (evidenced by a copy of a Board Resolution, delivered to the Trustee at least 60 days prior to the redemption date) and notification by the Revenue Bond Trustee, signed by a Vice President or Trust Officer (delivered to the Trustee at least 35 days prior to the redemption date), that an equal principal amount of Revenue Bonds are to be redeemed and specifying the premium, if any, to be paid on such redemption, shall, for and on behalf of and in the name of the Company, mail or cause to be mailed a notice of redemption with respect to the principal amount of Debentures specified in such request.
Section 4.02. In case of a redemption of a part only of the Debentures, the Trustee shall select the particular Debentures or parts thereof, which shall be $5,000 or multiples thereof, so to be redeemed according to such method as the Trustee shall deem proper in its discretion. Notice of redemption to the holder of any Debenture which is to be redeemed in whole or in part shall be mailed by or on behalf of the Company, not less than thirty days prior to the date fixed for redemption, to him at his last address appearing upon the registry books. Failure duly to give such notice by mailing to the holder of any Debenture designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Debenture. The notice of redemption to each holder of Debentures to be redeemed shall specify the Debentures or parts thereof held by such holder to be redeemed, which shall be $5,000 or multiples thereof, the date fixed for redemption, the CUSIP numbers (if any) of such Debentures, the redemption price at which Debentures are to be redeemed and the place where payment of the redemption price is to be made upon surrender of the Debentures, and shall state that interest accrued to the date fixed for redemption will be paid in the manner specified in said notice, that from said date interest thereon will cease to accrue, and, in the case of any Debenture which is to be redeemed in part only, that on and after the redemption date, upon surrender of such Debenture, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unremedied portion of such Debenture will be issued. Such notice shall also state that it is subject to the receipt of the redemption moneys by the Trustee prior to the date fixed for redemption, and that such notice, and the Company's request to the Trustee to mail such notice, shall be of no effect unless such moneys are received prior to such date.
Section 4.03. Notice of redemption having been mailed, and the Trustee having prior to the date fixed for redemption specified in the notice of redemption received for the purpose an amount in cash sufficient to redeem all of the Debentures called for redemption, the Debentures called for redemption shall become due and payable on such date fixed for redemption.
Section 4.04. On and after the date fixed for redemption, if the moneys for the redemption of the Debentures to be redeemed shall have been received by the Trustee, such Debentures shall cease to bear interest. All moneys on deposit with the Trustee for the redemption of Debentures shall, subject to the provisions of Section 13.04 hereof, be held in trust for account of the holders of the Debentures so to be redeemed, and shall be paid to them, respectively, upon presentation and surrender of said Debentures. If any Debenture of a denomination larger than $5,000 shall be called for redemption in part only, upon presentation of any such Debenture so called for redemption, the payment with respect to said Debenture shall be made and Debentures for the unpaid balance of the principal amount of the Debenture so presented shall be authenticated and delivered by the Trustee without charge therefor to the holder thereof. On and after the date fixed for such redemption, interest shall be payable only on the portion of such Debenture not so called for redemption and only such portion shall be deemed outstanding and continue to be entitled to the benefits of this Indenture. Anything in this Indenture contained to the contrary notwithstanding, if the giving of the notice of redemption shall have been completed as provided in Section 4.02, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited in trust with the Trustee funds sufficient to redeem the Debentures (or parts thereof) to be redeemed on the date fixed for redemption, together with interest accrued to the date fixed for redemption, then all obligations of the Company in respect of such Debentures (or parts thereof) shall cease and be discharged and the holders of such Debentures or parts thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under this Indenture or in respect to such Debentures (or parts thereof).
Appears in 1 contract
REDEMPTION OF DEBENTURES. Section 4.01. (1) The Debentures are redeemable prior Company shall have the right at its option to maturity, in accordance with the provisions of this Article Four, at the principal amount thereof and accrued interest to the date fixed for redemption (but if the date fixed for redemption is a semi-annual interest payment date, the interest installment payable on such date shall be paid to the holder at the close of business on the record date for such interest payment date), together, in certain cases, with a premium, all as set forth in the form of Debenture provided for herein. The Trustee, upon the request of the Company (evidenced by a copy of a Board Resolution, delivered to the Trustee at least 60 days prior to the redemption date) and notification by the Bond Trustee, signed by a Vice President or Trust Officer (delivered to the Trustee at least 35 days prior to the redemption date), that an equal principal amount of Bonds are to be redeemed and specifying the premium, if any, to be paid on such redemption, shall, for and on behalf of and in the name of the Company, mail or cause to be mailed a notice of redemption with respect to the principal amount of Debentures specified in such request.
Section 4.02. In case of a redemption of a part only of redeem the Debentures, the Trustee shall select the particular Debentures or parts thereof, which shall be $5,000 or multiples thereof, so to be redeemed according to such method as the Trustee shall deem proper in its discretion. Notice of redemption to the holder of any Debenture which is to be redeemed in whole or in part shall be mailed by or from time to time, on behalf of the Company, not less than thirty 30 days prior notice (the "Redemption Notice") to the date fixed for Trustee and the Holders of Debentures to be redeemed. Upon any such redemption, to him at his last address appearing upon the registry books. Failure duly to give such notice by mailing Company shall pay to the holder of any Debenture designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Debenture. The notice of redemption to each holder Holders of Debentures to be redeemed shall specify an amount (the Debentures "Redemption Price") equal to:
(a) if the Redemption Notice is given on or parts thereof held by such holder to be redeemed, which shall be $5,000 or multiples thereofbefore the first anniversary of the Issuance Date, the date fixed for redemption, sum of (i) the CUSIP numbers (if any) of such Debentures, the redemption price at which Debentures are to be redeemed and the place where payment of the redemption price is to be made upon surrender of the Debentures, and shall state that interest accrued to the date fixed for redemption will be paid in the manner specified in said notice, that from said date interest thereon will cease to accrue, and, in the case of any Debenture which is to be redeemed in part only, that on and after the redemption date, upon surrender of such Debenture, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unremedied portion of such Debenture will be issued. Such notice shall also state that it is subject to the receipt of the redemption moneys by the Trustee prior to the date fixed for redemption, and that such notice, and the Company's request to the Trustee to mail such notice, shall be of no effect unless such moneys are received prior to such date.
Section 4.03. Notice of redemption having been mailed, and the Trustee having prior to the date fixed for redemption specified in the notice of redemption received for the purpose an amount in cash sufficient to redeem all of the Debentures called for redemption, the Debentures called for redemption shall become due and payable on such date fixed for redemption.
Section 4.04. On and after the date fixed for redemption, if the moneys for the redemption of the Debentures to be redeemed shall (the "Redeemed Portion"), plus (ii) an amount equal to the interest which is accrued and unpaid on the Redeemed Portion up to the Redemption Date, plus (iii) an interest bonus equal to 100% of the interest which would have been received by earned on the Trustee, such Debentures shall cease to bear interest. All moneys on deposit with Redeemed Portion from the Trustee for the redemption of Debentures shall, subject Redemption Date up to the provisions Maturity Date; and
(b) if the Redemption Notice is given after the first anniversary of Section 13.04 hereofthe Issuance Date, the sum of (i) the principal amount of the Redeemed Portion, plus (ii) an amount equal to the interest which is accrued and unpaid on the Redeemed Portion up to the Redemption Date, plus (iii) an interest bonus equal to 50% of the interest which would have been earned on the Redeemed Portion from the Redemption Date up to the Maturity Date.
(2) The Redemption Notice shall be held in trust for account of the form set out in Schedule 2.21(2) to this Indenture and the Redemption Notice shall be given in the manner provided in Sections 14.2 and 14.3.
(3) At any time prior to redemption, the holders of Debentures to be redeemed may exercise their right to convert the Debentures so to be redeemed into Common Shares as provided in ARTICLE 3.
(4) The Company shall, at least five days before the date upon which a Redemption Notice is to be given, notify the Trustee of (A) its intention to redeem such Debentures, (B) the aggregate principal amount of Debentures to be redeemed, and (C) the Redemption Price to be paid. If less than all the outstanding Debentures are to be redeemed, the Debentures registered in the name of each Holder shall be paid redeemed on a pro-rata basis, to themthe nearest multiple of CAD$1,000, respectively, upon presentation and surrender in accordance with their proportional share of said the outstanding principal amount of the Debentures. If any Debenture Debentures in denominations in excess of a denomination larger than $5,000 CAD$1,000 may be selected and called for redemption in part only (such part being CAD$1,000 or an integral multiple thereof) and, unless the context otherwise requires, references to Debentures in this Section 2.21 shall be deemed to include any such part of the principal amount of Debentures which shall have been so selected and called for redemption. The Holder of any Certificated Debenture called for redemption in part only, upon presentation surrender of any such Debenture Certificate for payment, shall be entitled to receive, without expense to such Holder, a new Debenture Certificate for the unredeemed portion of the Debenture so surrendered, and the Company shall execute and the Trustee shall Authenticate and deliver, at the expense of the Company, such new Debenture Certificate upon receipt of the Debenture Certificate so surrendered.
(5) Upon a Redemption Notice being given in accordance with this Section 2.21, the Redemption Price shall be and become due and payable on the date specified in the Redemption Notice (the "Redemption Date") and with the same effect as if that date was the Maturity Date of such Debentures. The Redemption Price will be payable upon presentation and surrender of the Debentures called for redemption at the office of the Trustee. From and after such Redemption Date, interest shall cease on the Debentures called for redemption, unless payment of the Redemption Price shall not be made on presentation for surrender of such Debentures on or after the Redemption Date. Upon the Debentures being called for redemption, the payment Company shall deposit with respect the Trustee, in accordance with Section 2.8(a), such sums as are sufficient to said Debenture pay the aggregate Redemption Price. From the sums so deposited, the Trustee shall pay or cause to be paid to the Holders, upon surrender of the Debentures, the Redemption Price of the Debentures so surrendered.
(6) All Debentures which are redeemed under this Section 2.21 shall be made cancelled and Debentures for the unpaid balance of the principal amount of the Debenture so presented shall be authenticated and delivered by the Trustee without charge therefor to the holder thereof. On and after the date fixed for such redemption, interest shall be payable only on the portion of such Debenture not so called for redemption and only such portion shall be deemed outstanding and continue to be entitled to the benefits of this Indenture. Anything in this Indenture contained to the contrary notwithstanding, if the giving of the notice of redemption shall have been completed as provided in Section 4.02, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited in trust with the Trustee funds sufficient to redeem the Debentures (or parts thereof) to be not reissue any redeemed on the date fixed for redemption, together with interest accrued to the date fixed for redemption, then all obligations of the Company in respect of such Debentures (or parts thereof) shall cease and be discharged and the holders of such Debentures or parts thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under this Indenture or in respect to such Debentures (or parts thereof)Debentures.
Appears in 1 contract
Samples: Trust Indenture (Security Devices International Inc.)
REDEMPTION OF DEBENTURES. Within 30 days of the date a request for redemption pursuant to Section 4.01. The Debentures are redeemable prior to maturity3.02 is first received, the Company shall: (a) examine evidence of the death of any deceased Holder and the authority of the deceased Holder's representative, and otherwise determine if the request for redemption has been duly made in accordance with the provisions of this Article Four, at the principal amount thereof Section 3.02; and accrued interest to the date fixed for redemption (but b) determine if the date fixed for redemption is a semi-annual interest payment date, the interest installment payable on such date shall be paid conditions to the holder at the close of business on the record date for such interest payment date), together, in certain cases, with a premium, all as repayment set forth in Section 3.02 have been met. If the form of Company shall determine that redemption may not be made in accordance with Section 3.02, the Company shall direct the Trustee to so inform the Holder or the deceased Holder's authorized representative and to return the Debenture provided for hereinor Debentures to him. The Trustee, upon If the Company shall determine that the request of for redemption has been properly made and that all conditions to redemption set forth in Section 3.02 have been met, the Company (evidenced by a copy of a Board Resolution, delivered to immediately shall notify the Trustee at least 60 days prior in writing stating the amount of Debentures to be redeemed, the redemption date) price and notification by that the Bond TrusteeDebenture or Debentures will be redeemed on the next March 31 thereafter, signed by a Vice President or Trust Officer (delivered to and the Company and the Trustee at least 35 days prior to shall cause the redemption date), that an equal principal amount of Bonds are Debenture or Debentures to be redeemed and specifying as follows:
(1) At least 15 days before the premiumMandatory Redemption Date, if anythe Trustee, to be paid on such redemption, shall, for and on behalf of and in the Company's name of and at the Company's expense, shall mail or cause to be mailed a notice of redemption with respect by first class mail to the principal amount of each Holder whose Debentures specified in such request.
Section 4.02. In case of a redemption of a part only of the Debentures, the Trustee shall select the particular Debentures or parts thereof, which shall be $5,000 or multiples thereof, so are to be redeemed according to such method as the Trustee shall deem proper in its discretion. Notice of redemption to the holder of any Debenture which is to be redeemed in whole or in part shall be mailed by or on behalf of the Company, not less than thirty days prior to the date fixed for redemption, to him at his last address appearing upon the registry books. Failure duly to give such notice by mailing to the holder of any Debenture designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Debentureredeemed. The notice shall state the amount of redemption to each holder of such Debentures to be redeemed shall specify the Debentures or parts thereof held by such holder to be redeemed, which shall be $5,000 or multiples thereof, the date fixed for redemption, the CUSIP numbers (if any) of such Debentures, the redemption price at which Debentures are to be redeemed and the place where payment price, and, if only a portion of the redemption price a principal amount of any Debenture is to be made upon surrender of the Debenturesredeemed, and shall state that interest accrued to the date fixed for redemption will be paid in the manner specified in said notice, that from said date interest thereon will cease to accrue, and, in the case of any Debenture which is to be redeemed in part only, that on and after the redemption date, upon surrender of such Debenture, Mandatory Redemption Date that a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unremedied unredeemed portion of such Debenture thereof will be issued. Such notice shall also state that it is subject to the receipt of the redemption moneys by the Trustee prior to the date fixed for redemption, and that such notice, and the Company's request to the Trustee to mail such notice, shall be of no effect unless such moneys are received prior to such date.
Section 4.03. Notice of redemption having been mailed, and the Trustee having prior to the date fixed for redemption specified in the notice of redemption received for the purpose an amount in cash sufficient to redeem all of the Debentures called for redemption, the Debentures called for redemption (2) The Company shall become due and payable on such date fixed for redemption.
Section 4.04. On and after the date fixed for redemption, if the moneys for the redemption of the Debentures to be redeemed shall have been received by the Trustee, such Debentures shall cease to bear interest. All moneys on deposit with the Trustee for the redemption of Debentures shall, subject to the provisions of Section 13.04 hereof, be held in trust for account of the holders of the Debentures so to be redeemed, and shall be paid to them, respectively, upon presentation and surrender of said Debentures. If any Debenture of or with a denomination larger than $5,000 shall be called for redemption in part only, upon presentation of any such Debenture so called for redemption, the payment with respect to said Debenture shall be made and Debentures for the unpaid balance of the principal amount of the Debenture so presented shall be authenticated and delivered by the Trustee without charge therefor to the holder thereof. On and after the date fixed for such redemption, interest shall be payable only on the portion of such Debenture not so called for redemption and only such portion shall be deemed outstanding and continue to be entitled to the benefits of this Indenture. Anything in this Indenture contained to the contrary notwithstandingPaying Agent or, if the giving of the notice of redemption shall have been completed Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 4.028.03, or if provision satisfactory to the Trustee for the giving an amount of such notice shall have been made, and if the Company shall have deposited in trust with the Trustee funds money sufficient to redeem pay the redemption price for all Debentures (or parts thereof) which are to be redeemed on the date fixed for redemptionredeemed, together with interest accrued thereon to the date fixed Mandatory Redemption Date, exclusive of installments of interest whose stated maturity is on or prior to the Mandatory Redemption Date, payment of which shall have been made or duly provided for redemption, then all obligations to the registered holders of the Company in respect of such Debentures (or parts thereof) shall cease and be discharged on the relevant Record Dates according to their terms and the holders provisions of such Debentures or parts thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under this Indenture or in respect to such Debentures (or parts thereof)Section 2.
Appears in 1 contract
Samples: Indenture (Mca Financial Corp /Mi/)
REDEMPTION OF DEBENTURES. The Company may elect to pay to the Holder of this Debenture the Company Redemption Amount, subject to and in accordance with the terms of this Section 4.01. The Debentures are redeemable prior to maturity6, by redeeming the Principal, in whole or in part, in accordance with the provisions of this Article Four, at the principal amount thereof and accrued interest Section 6 (a “Company Redemption”). On or prior to the date fixed for redemption which is the sixth (but if 6th) Trading Day prior to the date fixed for redemption is Company Redemption (each, a semi-annual interest payment date“Company Redemption Notice Due Date”), the interest installment payable Company shall deliver written notice (each, a “Company Redemption Notice”), to the Holder which Company Redemption Notice shall state the amount which the Company elects to redeem pursuant to a Company Redemption (the “Company Redemption Amount”), which amount shall be applied, on a pro rata basis to all outstanding Company Debentures, to the outstanding Principal, together with accrued and unpaid Interest with respect to such date Company Redemption Amount and accrued and unpaid Late Charges with respect to such Company Redemption Amount and Interest. Each Company Redemption Notice shall be irrevocable. The Company shall redeem the applicable Company Redemption Amount of this Debenture pursuant to this Section 6 together with the corresponding Company Redemption Amounts of the Other Debentures pursuant to the corresponding provisions of the Other Debentures. If the Company elects a Company Redemption, then the Company Redemption Amount which is to be paid to the holder at the close of business Holder on the record date for such interest payment date), together, in certain cases, with a premium, all as set forth in the form of Debenture provided for herein. The Trustee, upon the request of applicable Company Redemption Date shall be redeemed by the Company (evidenced by a copy of a Board Resolution, delivered to the Trustee at least 60 days prior to the redemption date) and notification by the Bond Trustee, signed by a Vice President or Trust Officer (delivered to the Trustee at least 35 days prior to the redemption date), that an equal principal amount of Bonds are to be redeemed and specifying the premium, if any, to be paid on such redemption, shall, for and on behalf of and in the name of the Company, mail or cause to be mailed a notice of redemption with respect to the principal amount of Debentures specified in such request.
Section 4.02. In case of a redemption of a part only of the Debentures, the Trustee shall select the particular Debentures or parts thereof, which shall be $5,000 or multiples thereof, so to be redeemed according to such method as the Trustee shall deem proper in its discretion. Notice of redemption to the holder of any Debenture which is to be redeemed in whole or in part shall be mailed by or on behalf of the Company, not less than thirty days prior to the date fixed for redemption, to him at his last address appearing upon the registry books. Failure duly to give such notice by mailing to the holder of any Debenture designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Debenture. The notice of redemption to each holder of Debentures to be redeemed shall specify the Debentures or parts thereof held by such holder to be redeemed, which shall be $5,000 or multiples thereof, the date fixed for redemption, the CUSIP numbers (if any) of such Debentures, the redemption price at which Debentures are to be redeemed and the place where payment of the redemption price is to be made upon surrender of the Debentures, and shall state that interest accrued to the date fixed for redemption will be paid in the manner specified in said notice, that from said date interest thereon will cease to accrue, and, in the case of any Debenture which is to be redeemed in part only, that on and after the redemption date, upon surrender of such Debenture, a new Debenture or Debentures of authorized denominations in aggregate principal amount equal to the unremedied portion of such Debenture will be issued. Such notice shall also state that it is subject to the receipt of the redemption moneys by the Trustee prior to the date fixed for redemption, and that such noticeCompany Redemption Date, and the Company's request Company shall pay to the Trustee to mail Holder on such noticeCompany Redemption Date, shall be by wire transfer of no effect unless such moneys are received prior to such date.
Section 4.03. Notice of redemption having been mailedimmediately available funds, and the Trustee having prior to the date fixed for redemption specified in the notice of redemption received for the purpose an amount in cash sufficient to redeem all of the Debentures called for redemption, the Debentures called for redemption shall become due and payable on such date fixed for redemption.
Section 4.04. On and after the date fixed for redemption, if the moneys for the redemption of the Debentures to be redeemed shall have been received by the Trustee, such Debentures shall cease to bear interest. All moneys on deposit with the Trustee for the redemption of Debentures shall, subject equal to the provisions of Section 13.04 hereof, be held in trust for account of the holders of the Debentures so to be redeemed, and shall be paid to them, respectively, upon presentation and surrender of said Debentures. If any Debenture of a denomination larger than $5,000 shall be called for redemption in part only, upon presentation of any such Debenture so called for redemption, the payment with respect to said Debenture shall be made and Debentures for the unpaid balance of the principal amount of the Debenture so presented shall be authenticated and delivered by the Trustee without charge therefor to the holder thereof. On and after the date fixed for such redemption, interest shall be payable only on the portion of such Debenture not so called for redemption and only such portion shall be deemed outstanding and continue to be entitled to the benefits of this Indenture. Anything in this Indenture contained to the contrary notwithstanding, if the giving of the notice of redemption shall have been completed as provided in Section 4.02, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited in trust with the Trustee funds sufficient to redeem the Debentures (or parts thereof) to be redeemed on the date fixed for redemption, together with interest accrued to the date fixed for redemption, then all obligations of the Company in respect of such Debentures (or parts thereof) shall cease and be discharged and the holders of such Debentures or parts thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under this Indenture or in respect to such Debentures (or parts thereof)Redemption Amount.
Appears in 1 contract
Samples: Debentures and Transaction Documents (EnerJex Resources, Inc.)