Redemption Procedures. (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder. (ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests. (iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 6 contracts
Samples: Limited Partnership Agreement (Merrill Lynch Preferred Capital Trust Iv), Limited Partnership Agreement (Merrill Lynch Preferred Funding Ii Lp), Limited Partnership Agreement (Uds Funding Ii Lp)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of ICONs in exchange for, the Securities (a "Redemption “Redemption/Distribution Notice") ”), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the ICONs. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Preferred Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The particular Capital Securities to be redeemed will be selected on a Pro Rata basis by the Property Trustee from the outstanding Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any Capital Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Capital Securities which has been or is to be redeemed.
(c) Subject to the Trust’s fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership Preferred then (i) with respect to Capital Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, provided that the Partnership (A) if ICON Issuer has paid the Partnership Preferred Securities are Property Trustee a sufficient amount of cash in book-entry only form connection with DTCthe related redemption or maturity of the ICONs, the Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect to the Holders of the Partnership Preferred Capital Securities held through DTC and (ii) with respect to Securities not represented by a Global Security, provided that the ICONs Issuer has paid the Property Trustee a sufficient amount of cash in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit connection with the Paying Agent, funds sufficient to pay the applicable Redemption Price related redemption or maturity of the amount of any such Partnership Preferred Securities and ICONs, the Property Trustee will give to the Paying Agent irrevocable instructions and authority to pay such amounts the relevant Redemption Price to the Holders of Partnership Preferred Securities, such Securities upon surrender of their certificatescertificates evidencing the Capital Securities. If any date fixed for redemption of Securities is not a Business Day, by checkthen payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in respect of any Securities is not paid because the payment of the Redemption Price on the ICONs is not made, mailed interest will continue to accrue on the ICONs, and, as a result, Distributions on such Securities will continue to accumulate at the then applicable rate from the original redemption date to the address actual date of payment, in which case the relevant Holder appearing on actual payment date will be considered the books and records date fixed for redemption for purposes of calculating the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption dateRedemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accumulate on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
Appears in 5 contracts
Samples: Trust Agreement (Merrill Lynch Capital Trust III), Trust Agreement (Merrill Lynch & Co Inc), Trust Agreement (Merrill Lynch & Co Inc)
Redemption Procedures. (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by If the Partnership by mail elects to redeem the Series G Preferred Units as described above, the Partnership shall provide to each Holder record holder of Partnership the Series G Preferred Securities to be redeemed Units a notice of redemption not fewer than 30 days nor more than 60 days before the date fixed for redemptionredemption date. For purposes of The Partnership shall send the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in shown on the books and records of the Partnership. No A failure to give notice of redemption or any defect in the Redemption Notice notice or in the mailing thereof with respect to any Holder its provision shall not affect the validity of the redemption proceedings of any Series G Preferred Units, except as to the holder to whom notice was defective. Each notice shall state the following:
(1) the redemption date;
(2) the redemption price and accumulated and unpaid distributions payable on the redemption date;
(3) the number of Units of Series G Preferred Units to be redeemed;
(4) the place or places where the certificates, if any, representing Units of Series G Preferred Units are to be surrendered for payment of the redemption price;
(5) procedures for surrendering non-certificated Units of Series G Preferred Units for payment of the redemption price;
(6) that distributions on the Units of Series G Preferred Units to be redeemed will cease to accrue and accumulate on such redemption date (unless the Corporation defaults in payment of the redemption price and all accumulated and unpaid dividends);
(7) that payment of the redemption price and any accumulated and unpaid distributions will be made upon presentation and surrender of such Series G Preferred Units;
(8) in the case of a Special Optional Redemption, that the Series G Preferred Unit is being redeemed pursuant to the special optional redemption right in connection with respect to any other Holderthe occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control.
(ii) In If the event that Partnership redeems fewer than all of the outstanding Units of the Series G Preferred Units, the Partnership Preferred Securities are shall determine the number of Units to be redeemed. In such circumstances, the Partnership Units of the Series G Preferred Securities Units to be redeemed shall be redeemed selected pro rata provided, that, or in another equitable manner determined by the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interestsPartnership.
(iii) If the Partnership gives has given a Redemption Notice notice of redemption and has irrevocably set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series G Preferred Units called for redemption, then from and after the redemption date (which notice will be irrevocableunless the Partnership defaults in payment of the redemption price and all accumulated and unpaid distributions), then by 12:00 noonthose Series G Preferred Units shall be treated as no longer being outstanding, New York City timeno further distributions shall accrue or accumulate and all other rights of the holders of those Units of Series G Preferred Units shall terminate. The holders of those Series G Preferred Units shall retain their right to receive the redemption price for their Units and any accumulated and unpaid distributions through, on but not including, the redemption date, without interest.
(iv) If a redemption date falls after a distribution record date and prior to the corresponding Distribution Payment Date, the holders of Series G Preferred Units at the close of business on a distribution record date shall be entitled to receive the distribution payable with respect to the Series G Preferred Units on the corresponding payment date notwithstanding the redemption of the Series G Preferred Units between such record date and the corresponding payment date or the default in the payment of the distribution due. Except as provided above, the Partnership will make no payment or allowance for unpaid distributions, whether or not in arrears, on Series G Preferred Units to be redeemed.
(Av) if Notwithstanding the foregoing, unless full cumulative distributions on all Units of the Series G Preferred Units have been or contemporaneously are declared and paid or declared and a sufficient sum set apart for payment for all past distribution periods and the then current distributions period, the Partnership may not:
(1) redeem any Units of the Series G Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect Units or any class or series of partnership interests of the Partnership ranking junior to or on parity with the Series G Preferred Securities held through DTC in global form Units as to distribution rights or (B) if rights upon liquidation, dissolution or winding up unless the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price simultaneously redeems all Units of the amount of Series G Preferred Units; or
(2) purchase or otherwise acquire directly or indirectly any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records Series G Preferred Units or any other partnership interests of the Partnership ranking junior to or on parity with the redemption dateSeries G Preferred Units as to distribution rights or rights upon liquidation, dissolution or winding up, except by exchange for Units of partnership interests ranking junior to the Series G Preferred Units as to dividend rights and rights upon liquidation, dissolution or winding up; provided, however, that for so long as the Trust foregoing shall not prevent the redemption, purchase or acquisition by the Property Trustee Partnership of any partnership interests of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from necessary to preserve the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionPartnership’s REIT status.
Appears in 5 contracts
Samples: Merger Agreement (Brookfield Property Partners L.P.), Merger Agreement (Brookfield Asset Management Inc.), Merger Agreement (GGP Inc.)
Redemption Procedures. (i) Notice An irrevocable notice of any redemption of Partnership Class B Preferred Securities (a "“Redemption Notice"”) will shall be given by the Partnership by mail Board of Directors on behalf of the Company, in the manner prescribed in Section 19.09 hereof, to each Holder of Partnership Class B Preferred Securities to be redeemed Securityholder not fewer than 30 nor more than 60 calendar days before the date fixed for redemptionproposed Class B Redemption Date, or such other time period or in such manner as may be required by the relevant regulatory authorities. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a A Redemption Notice shall be deemed to be given on the day such notice is first maileddelivered, telecopied or mailed by first-class mail, postage prepaid, to Holders of Partnership Class B Preferred SecuritiesSecurityholders. Each Redemption Notice shall be addressed to the Holders of Partnership Class B Preferred Securities Securityholders at the address of each such Holder appearing in the books and records of the PartnershipRegister. No defect in the Redemption Notice or in the mailing delivery thereof with respect to any Holder Class B Preferred Securityholder shall affect the validity of the redemption proceedings with respect to any other HolderClass B Preferred Securityholder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, By 9:00 a.m. New York City time, time on the redemption dateClass B Redemption Date, the Partnership Company shall (A) if the Partnership with respect to Book-Entry Class B Preferred Securities are in book-entry only form with DTCCertificates, will irrevocably deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC thereon together with irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form to make such payment or (B) if the Partnership with respect to Definitive Class B Preferred Securities are held in certificated formSecurities, will deposit with the Paying Agent, Agent funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give thereon together with irrevocable instructions to the Paying Agent irrevocable instructions and authority to pay make such amounts payment by check mailed to the Holders of Partnership relevant Class B Preferred Securities, Securityholder (at its address in the Register on the Class B Redemption Date) upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption dateits Class B Preferred Certificates; provided, however, that for so long as the Trust or owns the Class B Preferred Securities (which shall be held of record in the name of the Property Trustee for the benefit of the Holders or beneficial owners of the Trust shall hold Preferred Securities and the Partnership Preferred SecuritiesHolder of the Trust Common Security), payment of cash the Redemption Price shall be made by wire in same day funds to the Holder Property Trustee by 12:00 Noon9:00 a.m., New York City time, time on the redemption date. For these purposes, the applicable Class B Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record dateDate. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Class B Preferred Securities Securityholders so called for redemption will ceaseshall cease on the Class B Redemption Date, except the right of the Holders Class B Preferred Securityholders to receive the applicable Redemption Price, but Price (without interest on such Redemption Price, and thereon from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestClass B Redemption Date). In If the event Class B Redemption Date falls on a day that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price all amounts otherwise payable on such date will be made on the next succeeding Business Day (and Day, without any adjustment, interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such or further payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment a result of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptiondelay in payment.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Deutsche Bank Capital Funding LLC IX), Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC II), Limited Liability Company Agreement (Deutsche Bank Aktiengesellschaft)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debentures in exchange for, the Securities (a "Redemption Redemption/Distribution Notice") ), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 20 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of or the date of final maturity of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Securities are to be so redeemed, the Common Securities and the Trust Preferred Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Trust Preferred Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Securities shall relate, in the case of any Trust Preferred Security redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Trust Preferred Securities which has been or is to be redeemed.
(c) Subject to the Trust's fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership then (i) with respect to Trust Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon2:00 p.m., New York City time, on the redemption datedate (provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption or maturity of the Debentures), the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Trust Preferred Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership the Trust Preferred SecuritiesSecurities and (ii) with respect to Securities not represented by one or more Global Securities (provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption or maturity of the Debentures), upon surrender the Paying Agent will pay the relevant Redemption Price to the Holders of their certificates, such Securities by check, check mailed to the address of the relevant Holder appearing on the books and records register of the Partnership Trust on the redemption date; provided. If any date fixed for redemption of Securities is not a Business Day, howeverthen payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, that if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for so long as redemption. If payment of the Trust Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Property Trustee of or by the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds Sponsor as guarantor pursuant to the Holder by 12:00 NoonGuarantee, New York City timeDistributions on such Securities will continue to accrue at the then applicable rate from the original redemption date to the actual date of payment, on in which case the actual payment date will be considered the date fixed for redemption datefor purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accrue on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Debenture Issuer or its subsidiaries may at any time and from time to time purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement.
Appears in 4 contracts
Samples: Trust Agreement (Markel Corp), Trust Agreement (Dominion Resources Inc /Va/), Trust Agreement (Consolidated Natural Gas Co/Va)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debentures in exchange for, the Securities (a "Redemption “Redemption/Distribution Notice") ”), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Preferred Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The particular Capital Securities to be redeemed will be selected on a Pro Rata basis by the Property Trustee from the outstanding Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any Capital Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Capital Securities which has been or is to be redeemed.
(c) Subject to the Trust’s fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership Preferred then (i) with respect to Capital Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, provided that the Partnership (A) if Debenture Issuer has paid the Partnership Preferred Securities are Property Trustee a sufficient amount of cash in book-entry only form connection with DTCthe related redemption or maturity of the Debentures, the Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect to the Holders of the Partnership Preferred Capital Securities held through DTC and (ii) with respect to Securities not represented by one or more Global Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit connection with the Paying Agent, funds sufficient to pay the applicable Redemption Price related redemption or maturity of the amount of any such Partnership Preferred Securities and Debentures, the Property Trustee will give to the Paying Agent irrevocable instructions and authority to pay such amounts the relevant Redemption Price to the Holders of Partnership Preferred Securities, such Securities upon surrender of their certificates, by check, mailed certificates evidencing the Capital Securities. Payment of the Redemption Price on the Capital Securities will be made to the address recordholders thereof as they appear on the register of the relevant Holder appearing Trust on the books and records of relevant record date, which shall be one Business Day prior to the Partnership on the relevant redemption date; provided, however, that with respect to the Capital Securities not represented by one or more Global Securities, the relevant record date shall be the date fifteen days prior to the relevant redemption date. If any date fixed for so long as the Trust or the Property Trustee redemption of Securities is not a Business Day, then payment of the Trust shall hold Redemption Price payable on such date will be made on the Partnership Preferred Securitiesnext succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date fixed for redemption. If, however, the Business Day falls in the next calendar year, then payment of cash shall the Redemption Price will be made by wire on the immediately preceding Business Day with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in same day funds respect of any Securities is not paid because the payment of the Redemption Price on the Debentures is not made, interest will continue to accrue on the Debentures, and, as a result, Distributions on such Securities will continue to accumulate at the then applicable rate from the original redemption date to the Holder by 12:00 Noonactual date of payment, New York City time, on in which case the actual payment date will be considered the date fixed for redemption datefor purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accumulate on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Debenture Issuer or its subsidiaries may at any time and from time to time purchase outstanding Capital Securities by tender, in the open market or by private agreement.
Appears in 4 contracts
Samples: Trust Agreement (Us Bancorp \De\), Trust Agreement (Us Bancorp \De\), Trust Agreement (Asbc Capital Ii)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of ICONs in exchange for, the Securities (a "Redemption “Redemption/Distribution Notice") ”), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the ICONs. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Preferred Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The particular Capital Securities to be redeemed will be selected on a Pro Rata basis by the Property Trustee from the outstanding Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any Capital Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Capital Securities which has been or is to be redeemed.
(c) Subject to the Trust’s fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership Preferred then (i) with respect to Capital Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, provided that the Partnership (A) if ICON Issuer has paid the Partnership Preferred Securities are Property Trustee a sufficient amount of cash in book-entry only form connection with DTCthe related redemption or maturity of the ICONs, the Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect to the Holders of the Partnership Preferred Capital Securities held through DTC and (ii) with respect to Securities not represented by one or more Global Securities, provided that the ICON Issuer has paid the Property Trustee a sufficient amount of cash in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit connection with the Paying Agent, funds sufficient to pay the applicable Redemption Price related redemption or maturity of the amount of any such Partnership Preferred Securities and ICONs, the Property Trustee will give to the Paying Agent irrevocable instructions and authority to pay such amounts the relevant Redemption Price to the Holders of Partnership Preferred Securities, such Securities upon surrender of their certificates, by check, mailed certificates evidencing the Capital Securities. Payment of the Redemption Price on the Capital Securities will be made to the address recordholders thereof as they appear on the register of the relevant Holder appearing Trust on the books and records of relevant record date, which shall be one Business Day prior to the Partnership on the relevant redemption date; provided, however, that with respect to the Capital Securities not represented by one or more Global Securities, the relevant record date shall be the date fifteen days prior to the relevant redemption date. If any date fixed for so long as the Trust or the Property Trustee redemption of Securities is not a Business Day, then payment of the Trust shall hold Redemption Price payable on such date will be made on the Partnership Preferred Securitiesnext succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date fixed for redemption. If, however, the Business Day falls in the next calendar year, then payment of cash shall the Redemption Price will be made by wire on the immediately preceding Business Day with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in same day funds respect of any Securities is not paid because the payment of the Redemption Price on the ICONs is not made, interest will continue to accrue on the ICONs, and, as a result, Distributions on such Securities will continue to accumulate at the then applicable rate from the original redemption date to the Holder by 12:00 Noonactual date of payment, New York City time, on in which case the actual payment date will be considered the date fixed for redemption datefor purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accumulate on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the ICON Issuer or its subsidiaries may at any time and from time to time purchase outstanding Capital Securities by tender, in the open market or by private agreement.
Appears in 4 contracts
Samples: Trust Agreement (Us Bancorp \De\), Trust Agreement (Us Bancorp \De\), Trust Agreement (Us Bancorp \De\)
Redemption Procedures. (i) Notice An irrevocable notice of any redemption of Partnership Class B Preferred Securities (a "“Redemption Notice"”) will shall be given by the Partnership by mail Board of Directors on behalf of the Company, in the manner prescribed in Section 19.09 hereof, to each Holder of Partnership Class B Preferred Securities to be redeemed not fewer than Securityholder at least 30 nor more than 60 calendar days before the date fixed for redemptionproposed Class B Redemption Date, or such other time period or in such manner as may be required by the relevant regulatory authorities. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a A Redemption Notice shall be deemed to be given on the day such notice is first maileddelivered, telecopied or mailed by first-class mail, postage prepaid, to Holders of Partnership Class B Preferred SecuritiesSecurityholders. Each Redemption Notice shall be addressed to the Holders of Partnership Class B Preferred Securities Securityholders at the address of each such Holder appearing in the books and records of the PartnershipRegister. No defect in the Redemption Notice or in the mailing delivery thereof with respect to any Holder Class B Preferred Securityholder shall affect the validity of the redemption proceedings with respect to any other HolderClass B Preferred Securityholder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, By 9:00 a.m. New York City time, time on the redemption dateClass B Redemption Date, the Partnership Company shall (A) if the Partnership with respect to Book-Entry Class B Preferred Securities are in book-entry only form with DTCCertificates, will irrevocably deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC thereon together with irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form to make such payment or (B) if the Partnership with respect to Definitive Class B Preferred Securities are held in certificated formSecurities, will deposit with the Paying Agent, Agent funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give thereon together with irrevocable instructions to the Paying Agent irrevocable instructions and authority to pay make such amounts payment by check mailed to the Holders of Partnership relevant Class B Preferred Securities, Securityholder (at its address in the Register on the Class B Redemption Date) upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption dateits Class B Preferred Certificates; provided, however, that for so long as the Trust or owns the Class B Preferred Securities (which shall be held of record in the name of the Property Trustee for the benefit of the Holders or beneficial owners of the Trust shall hold Preferred Securities and the Partnership Preferred SecuritiesHolder of the Trust Common Security), payment of cash the Redemption Price shall be made by wire in same day funds to the Holder Property Trustee by 12:00 Noon9:00 a.m., New York City time, time on the redemption date. For these purposes, the applicable Class B Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record dateDate. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Class B Preferred Securities Securityholders so called for redemption will ceaseshall cease on the Class B Redemption Date, except the right of the Holders Class B Preferred Securityholders to receive the applicable Redemption Price, but Price (without interest on such Redemption Price, and thereon from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestClass B Redemption Date). In If the event Class B Redemption Date falls on a day that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price all amounts otherwise payable on such date will be made on the next succeeding Business Day (and Day, without any adjustment, interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such or further payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment a result of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptiondelay in payment.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC V), Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC V), Limited Liability Company Agreement (Deutsche Bank Capital Funding Trust XII)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debentures in exchange for, the Securities (a "Redemption Redemption/Distribution Notice") ), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Preferred Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The particular Capital Securities to be redeemed will be selected on a Pro Rata basis by the Property Trustee from the outstanding Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any Capital Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Capital Securities which has been or is to be redeemed.
(c) Subject to the Trust's fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership Preferred then (i) with respect to Capital Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, provided that the Partnership (A) if Debenture Issuer has paid the Partnership Preferred Securities are Property Trustee a sufficient amount of cash in book-entry only form connection with DTCthe related redemption or maturity of the Debentures, the Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect to the Holders of the Partnership Preferred Capital Securities held through DTC and (ii) with respect to Securities not represented by one or more Global Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit connection with the Paying Agent, funds sufficient to pay the applicable Redemption Price related redemption or maturity of the amount of any such Partnership Preferred Securities and Debentures, the Property Trustee will give to the Paying Agent irrevocable instructions and authority to pay such amounts the relevant Redemption Price to the Holders of Partnership Preferred Securities, such Securities upon surrender of their certificates, by check, mailed certificates evidencing the Capital Securities. Payment of the Redemption Price on the Capital Securities will be made to the address recordholders thereof as they appear on the register of the relevant Holder appearing Trust on the books and records of relevant record date, which shall be one Business Day prior to the Partnership on the relevant redemption date; provided, however, that with respect to the Capital Securities not represented by one or more Global Securities, the relevant record date shall be the date fifteen days prior to the relevant redemption date. If any date fixed for so long as the Trust or the Property Trustee redemption of Securities is not a Business Day, then payment of the Trust shall hold Redemption Price payable on such date will be made on the Partnership Preferred Securitiesnext succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date fixed for redemption. If, however, the Business Day falls in the next calendar year, then payment of cash shall the Redemption Price will be made by wire on the immediately preceding Business Day with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in same day funds respect of any Securities is not paid because the payment of the Redemption Price on the Debentures is not made, interest will continue to accrue on the Debentures, and, as a result, Distributions on such Securities will continue to accumulate at the then applicable rate from the original redemption date to the Holder by 12:00 Noonactual date of payment, New York City time, on in which case the actual payment date will be considered the date fixed for redemption datefor purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accumulate on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Debenture Issuer or its subsidiaries may at any time and from time to time purchase outstanding Capital Securities by tender, in the open market or by private agreement.
Appears in 3 contracts
Samples: Trust Agreement (Us Bancorp \De\), Trust Agreement (Us Bancorp \De\), Trust Agreement (Associated Banc-Corp)
Redemption Procedures. (ia) Notice If the Company elects to redeem any Series A Preferred Shares, the Company will provide notice to the Series A Holders of any redemption of Partnership the Series A Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities Shares to be redeemed redeemed, not fewer less than 30 nor days and not more than 60 days before the date fixed for redemptionredemption thereof (provided, however, that if the Series A Preferred Shares are held in book-entry form through the Depositary, the Company may give this notice in any manner permitted by the Depositary). For purposes of the calculation of the date of redemption and the dates on which notices are Any notice given pursuant to as provided in this Section 6.2(e)(i)2.6 will be conclusively presumed to have been duly given, a Redemption Notice shall be deemed to be given on whether or not the day Series A Holder receives such notice, and any defect in such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect provision of such notice to any Series A Holder shall of Series A Preferred Shares designated for redemption will not affect the validity redemption of any other Series A Preferred Shares. Each notice of redemption shall state:
(i) the redemption proceedings with respect to any other Holder.date;
(ii) In the event that redemption price;
(iii) if fewer than all the outstanding Partnership Series A Preferred Securities Shares are to be redeemed, the Partnership number of Series A Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities Shares to be redeemed; provided, that if, as a result and
(iv) the manner in which the Series A Holders of such pro rata redemption, Holders would hold fractional interests in the Partnership Series A Preferred Securities, the General Partner Shares called for redemption may adjust the amount obtain payment of the interest redemption price in respect of each Holder to be redeemed to avoid such fractional intereststhose shares.
(iiib) If notice of redemption of any Series A Preferred Shares has been given and if the Partnership gives funds necessary for such redemption have been deposited by the Company in trust with a Redemption Notice (which notice will be irrevocable)bank or the Depositary for the benefit of the Series A Holders of any Series A Preferred Shares so called for redemption, then by 12:00 noon, New York City time, on from and after the redemption datedate such Series A Preferred Shares will no longer be deemed Outstanding for any purpose, the Partnership (A) if the Partnership all distributions with respect to such Series A Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient Shares shall cease to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on accrue after the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, and all rights of the Series A Holders of such Partnership Series A Preferred Securities so called for redemption Shares will ceaseterminate, except the right of the Holders to receive the Redemption Priceredemption price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. .
(c) In the event that case of any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment only part of the Redemption Price payable on such date Series A Preferred Shares at the time Outstanding, the Series A Preferred Shares to be redeemed will be made on selected either pro rata or by lot. Subject to the next succeeding Business Day provisions of this Series A Preferred Share Designation and applicable law, the Board of Directors will have the full power and authority to prescribe the terms and conditions upon which Series A Preferred Shares may be redeemed from time to time.
(and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment d) Any redemption of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Series A Preferred Shares pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called Section 2.5 shall be effected only out of funds legally available for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionpurpose.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)
Redemption Procedures. (ia) Notice The Company shall, contemporaneously with the giving of any redemption notice of Partnership Preferred Securities (a "Remarketing pursuant to Section 6.6 of the Declaration, furnish written notice of Redemption Notice") will be given by to the Partnership by mail Warrant Agent, which shall promptly furnish notice of such Redemption to each Holder Holders of Partnership Preferred Securities to be redeemed Definitive Warrants, and the Company shall request, not fewer less than 30 three nor more than 60 18 business days before prior to the date fixed for redemption. For purposes Remarketing Date, that DTC notify its participants holding Warrants of the calculation Remarketing. The Company shall cause notice of the date of such redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailedpublished in a newspaper of general circulation in New York City, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed five Business Days prior to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other HolderDate.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iiib) If the Partnership Company gives a notice of Redemption Notice (which notice will be irrevocable)of the Warrants, then by 12:00 noon, New York City time, on the redemption dateRedemption Date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will Company shall deposit irrevocably with DTC funds consideration sufficient to pay the applicable Redemption Price Warrant Value for all Book-Entry Warrants other than Warrants held by persons electing to exercise their Warrants in lieu of a Redemption. If any Warrants are not represented by one or more Global Certificates, the Company shall irrevocably deposit with the Warrant Agent consideration sufficient to pay the applicable Warrant Value, and will shall give DTC the Warrant Agent irrevocable written instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give Warrant Value to the Paying Agent irrevocable instructions and authority to pay such amounts to the related Holders of Partnership Preferred Securities, upon surrender of their certificatesthe related Warrant Certificates.
(c) If notice of Redemption shall have been given and consideration deposited or paid as required hereby, by checkthen, mailed immediately prior to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon5:00 p.m., New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or paymentDate, all rights of Holders of such Partnership Preferred Securities so called for redemption will shall cease, except the right of the Holders to receive the applicable Warrant Value or Common Stock if the related Holder elected to exercise such Holder's Warrant on or prior to 5:00 p.m., New York time, on the Redemption PriceDate, but without interest on such Redemption Priceand the Warrants shall cease to be outstanding.
(d) Notwithstanding anything herein to the contrary, and subject to applicable law, the Company and its subsidiaries may at any time, and from and after time to time, purchase outstanding Warrants by tender, in the date fixed for redemption, such Partnership Preferred Securities will open market or by private agreement.
(e) The Company may not accumulate Distributions or bear interest. In redeem the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment Warrants without the prior approval of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionFederal Reserve.
Appears in 3 contracts
Samples: Warrant Agreement (New York Community Bancorp Inc), Warrant Agreement (New York Community Bancorp Inc), Warrant Agreement (New York Community Capital Trust I)
Redemption Procedures. (ia) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed The Company shall provide not fewer less than 30 nor more than 60 days calendar days’ written notice before a Redemption Date relating to a Provisional Redemption under Section 13.01 or a Change of Control Redemption under Section 13.02 to the date fixed for redemption. For purposes Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and each Holder (each, a “Notice of the calculation of Redemption” and the date of any such Notice of Redemption, the “Redemption Notice Date”) (in each case, with written notice to the Trustee no less than five calendar days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Company to send such notice or cause such notice to be sent, in each case, in the Company’s name and at the Company’s expense). The Redemption Date for a Provisional Redemption under Section 13.01 or a Change of Control Redemption under Section 13.02 must be a Business Day. Notwithstanding the foregoing, if the Company sets a Redemption Date between a Regular Record Date and the dates on which notices are given pursuant to this Section 6.2(e)(i)corresponding Interest Payment date, a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect Company will not pay accrued interest to any Holder shall affect of Notes to be redeemed, and will instead pay the validity full amount of the redemption proceedings with respect relevant interest payment in Cash Interest on such Interest Payment Date to any other Holderthe Holder of record on such a Regular Record Date.
(b) The Notice of Redemption shall identify the Notes to be redeemed and shall state:
(i) the Redemption Date;
(ii) In the event Provisional Redemption Price or Change of Control Redemption Price, as the case may be;
(iii) the current Conversion Rate;
(iv) the name and address of the Paying Agent and Conversion Agent;
(v) that Holders who want to convert Notes must satisfy the requirements set forth in the Notes and Article 14 of this Indenture;
(vi) that Notes called for redemption must be surrendered to the Paying Agent in order to collect the Redemption Price therefor, together with accrued but unpaid interest thereon;
(vii) if fewer than all the outstanding Partnership Preferred Securities Notes are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata providedcertificate numbers, thatif any, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount and principal amounts of the interest of each Clearing Agency Participant in the Partnership Preferred Securities particular Notes to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.;
(iiiviii) If that, unless the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are Company defaults in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay paying the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated formPrice, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing interest on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so Notes called for redemption will cease, except the right of the Holders cease to receive the Redemption Price, but without interest accrue on such Redemption Price, and from and after the date fixed Redemption Date and the Notes called for redemption will cease to be outstanding; and
(ix) the CUSIP number of the Notes called for redemption.
(c) If, such Partnership Preferred Securities will not accumulate Distributions in the case of a Provisional Redemption or bear interest. In Change of Control Redemption, the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment Company decides to redeem fewer than all of the Redemption Price payable on such date outstanding Notes, the Notes to be redeemed will be made on the next succeeding Business Day (and without any interest in respect of any such delay)selected according to DTC’s applicable procedures, except that, if such Business Day falls in the next calendar yearcase of Notes represented by a Global Note, or, in the case of Physical Notes, the Trustee shall select Notes to be redeemed in whole or in part, pro rata, by lot or by such payment other method as the Trustee shall deem fair and appropriate. If the Trustee selects a portion of a Holder’s Notes for partial redemption and such Holder converts a portion of such Notes, the converted portion will be made on deemed to be from the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed portion selected for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or any redemption in part, the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of or exchange any Partnership Preferred Securities which have been called Note so selected for redemption, in whole or in part, except the unredeemed portion of any such Note being redeemed in part.
(d) No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a default by the Company in the payment of the redemption price with respect to such Notes).
Appears in 2 contracts
Samples: Indenture (Bloom Energy Corp), Indenture (Bloom Energy Corp)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred Securities the Holders of the Subordinated Notes (and in the case of a "Redemption Notice"Refinancing, the consent of the Collateral Manager and the U.S. Retention Provider) will required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 10 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service (or through the applicable procedures of DTC), postage prepaid, mailed not later than 4 Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Notes, at such Holder’s address in the Register.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Price of the Notes to be redeemed;
(iii) all of the Secured Notes that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the date fixed Business Day specified in the notice;
(iv) the place or places where Notes are to be surrendered for redemption. For purposes payment of the calculation Redemption Price, which shall be the office or agency of the date Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption and the dates on which notices are given delivered pursuant to this Section 6.2(e)(i), a 9.2 up to the Business Day prior to the proposed Redemption Date by written notice to the Trustee. The Issuer shall provide Fitch notice of any withdrawal.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be deemed to be given on by the day such notice is first mailedIssuer or, upon an Issuer Order, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2 or 9.3, no Secured Notes may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in book-entry only a form by DTC or its nominee reasonably satisfactory to the Trustee (or any successor Clearing Agency or its nomineewhich may be in the form of a certificate of a Responsible Officer of the Collateral Manager), DTC will reducethat the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation, merger or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Notes on the redemption date, the Partnership scheduled Redemption Date (Aand after giving effect to payment on any applicable Redemption Distribution Dates) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay at the applicable Redemption Price (or, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and will give DTC irrevocable instructions (B) the Market Value of each Collateral Obligation shall exceed the sum of (x) the aggregate Redemption Price (or in the case of any Class of Secured Notes, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class) of the applicable Class of Secured Notes and authority (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with the Priority of Payments (after giving effect to payments on any Redemption Distribution Date). Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation, merger or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Notes, the Collateral Manager or any of their Affiliates or accounts managed thereby or by their respective Affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Assets to be sold as part of an Optional Redemption or Tax Redemption.
(f) If a Class or Classes of Secured Notes is redeemed in connection with a Refinancing in part by Class, Refinancing Proceeds, together with Partial Refinancing Interest Proceeds, and/or Contributions of Cash, shall be used to pay the Redemption Price in respect Price(s) of the Partnership Preferred Securities held through DTC in global form such Class or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price Classes of the amount of any such Partnership Preferred Securities and will give Secured Notes without regard to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders Priority of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionPayments.
Appears in 2 contracts
Samples: Supplemental Indenture (GOLUB CAPITAL BDC, Inc.), Indenture (GOLUB CAPITAL INVESTMENT Corp)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debentures in exchange for, the Securities (a "Redemption Redemption/Distribution Notice") ), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 20 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of or the date of final maturity of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Preferred Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any Capital Security redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital Securities which has been or is to be redeemed.
(c) Subject to the Trust's fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership Preferred then (i) with respect to Capital Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon2:00 p.m., New York City time, on the redemption datedate (provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption or maturity of the Debentures), the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securitiesthe Capital Securities and (ii) with respect to Securities not represented by one or more Global Securities (provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption or maturity of the Debentures), upon surrender the Paying Agent will pay the relevant Redemption Price to the Holders of their certificates, such Securities by check, check mailed to the address of the relevant Holder appearing on the books and records register of the Partnership Trust on the redemption date; provided. If any date fixed for redemption of Securities is not a Business Day, howeverthen payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, that if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for so long as redemption. If payment of the Trust Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Property Trustee of or by the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds Sponsor as guarantor pursuant to the Holder by 12:00 NoonGuarantee, New York City timeDistributions on such Securities will continue to accrue at the then applicable rate from the original redemption date to the actual date of payment, on in which case the actual payment date will be considered the date fixed for redemption datefor purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accrue on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Debenture Issuer or its subsidiaries may at any time and from time to time purchase outstanding Capital Securities by tender, in the open market or by private agreement.
Appears in 2 contracts
Samples: Trust Agreement (Dominion Resources Inc /Va/), Trust Agreement (Dominion Resources Capital Trust Iv)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debt Securities in exchange for, the Securities (a "Redemption Redemption/Distribution Notice") ), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 thirty (30) nor more than 60 sixty (60) days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debt Securities. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Preferred Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The particular Capital Securities to be redeemed will be selected on a Pro Rata basis by the Property Trustee from the outstanding Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any Capital Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Capital Securities which has been or is to be redeemed.
(c) Subject to the Trust's fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership Preferred then (i) with respect to Capital Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, provided that the Partnership (A) if Debenture Issuer has paid the Partnership Preferred Securities are Property Trustee a sufficient amount of cash in book-entry only form connection with DTCthe related redemption or maturity of the Debt Securities, the Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect to the Holders of the Partnership Preferred Capital Securities held through DTC and (ii) with respect to Securities not represented by one or more Global Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit connection with the Paying Agent, funds sufficient to pay the applicable Redemption Price related redemption or maturity of the amount of any such Partnership Preferred Securities and Debt Securities, the Property Trustee will give to the Paying Agent irrevocable instructions and authority to pay such amounts the relevant Redemption Price to the Holders of Partnership Preferred Securities, such Securities upon surrender of their certificates, by check, mailed certificates evidencing the Capital Securities. Payment of the Redemption Price on the Capital Securities will be made to the address recordholders thereof as they appear on the register of the relevant Holder appearing Trust on the books and records of relevant record date, which shall be one Business Day prior to the Partnership on the relevant redemption date; provided, however, that with respect to the Capital Securities not represented by one or more Global Securities, the relevant record date shall be the date fifteen days prior to the relevant redemption date. If any date fixed for so long as the Trust or the Property Trustee redemption of Securities is not a Business Day, then payment of the Trust shall hold Redemption Price payable on such date will be made on the Partnership Preferred next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date fixed for redemption. If, however, the Business Day falls in the next calendar year, then payment of the Redemption Price will be made on the immediately preceding Business Day with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in respect of any Securities is not paid because the payment of the Redemption Price on the Debt Securities is not made, interest will continue to accrue on the Debt Securities, payment of cash shall be made by wire in same day funds and, as a result, Distributions on such Securities will continue to accumulate at the then applicable rate from the original redemption date to the Holder by 12:00 Noonactual date of payment, New York City time, on in which case the actual payment date will be considered the date fixed for redemption datefor purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accumulate on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Debenture Issuer or its subsidiaries may at any time and from time to time purchase outstanding Capital Securities by tender, in the open market or by private agreement.
Appears in 2 contracts
Samples: Trust Agreement (Compass Bancshares Inc), Trust Agreement (Compass Trust Iii)
Redemption Procedures. (ia) Notice The Corporation shall give notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed mail, postage prepaid, not fewer less than 30 nor more than 60 90 days before prior to the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i)date, a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders respective holders of Partnership record of the Series B Preferred Securities Stock to be redeemed at their respective addresses as they appear on the address of each such Holder appearing in the books and stock transfer records of the PartnershipCorporation. No failure to give such notice or any defect in the Redemption Notice notice or in the mailing thereof with respect to any Holder shall of the notice will affect the validity of the proceedings for the redemption proceedings with respect of any shares of Series B Preferred Stock, except as to any other Holder.
a holder to whom notice was defective or not given. Each notice will state: (i) the redemption date; (ii) In the event redemption price; (iii) the number of shares of Series B Preferred Stock to be redeemed; (iv) the place or places where the Series B Preferred Stock is to be surrendered for payment of the redemption price; (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date; and (vi) if such redemption is being made in connection with a Change of Control, holders of Series B Preferred Stock being so called for redemption will not be able to tender such shares of Series B Preferred Stock for conversion in connection with the Change of Control and each share of Series B Preferred Stock tendered for conversion that is called, prior to the Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Conversion Date. Notwithstanding the foregoing, no notice of redemption will be required where the Corporation elects to redeem Series B Preferred Stock to preserve its REIT qualification. If the Corporation redeems less than all of the Series B Preferred Stock held by any holder, the notice mailed to such holder will also specify the number of shares of Series B Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding Partnership shares of Series B Preferred Securities Stock are to be redeemed, the Partnership Preferred Securities shares to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then selected by 12:00 noon, New York City time, on the lot or pro rata. If a redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price date falls after a Dividend Record Date and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give prior to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders corresponding Dividend Payment Date, each holder of Partnership Series B Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to Stock at the close of business on the date applicable Dividend Record Date is entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such deposit or paymentshares before the Dividend Payment Date.
(b) If the Corporation has given notice of redemption of any shares of Series B Preferred Stock and has set apart for payment the funds necessary for the redemption for the benefit of the holders of any shares of Series B Preferred Stock called for redemption, then from and after the redemption date (i) dividends will cease to accrue on such shares of Series B Preferred Stock, (ii) the shares of Series B Preferred Stock will no longer be deemed outstanding and (iii) all rights of Holders the holders of such Partnership Preferred Securities so called for redemption the shares will ceaseterminate, except the right of the Holders to receive the Redemption Priceredemption price.
(c) If full cumulative dividends on the Series B Preferred Stock have not been paid or declared and set apart for payment for all prior dividend periods, but without interest on such Redemption Pricethe Corporation may not redeem any shares of Series B Preferred Stock unless it simultaneously redeems all outstanding shares of Series B Preferred Stock, and from and after the date fixed for redemption, such Partnership Preferred Securities Corporation will not accumulate Distributions purchase or bear interest. In the event that otherwise acquire directly or indirectly any date fixed shares of Series B Preferred Stock (except by exchange for redemption shares of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant capital stock ranking junior to the Partnership GuaranteeSeries B Preferred Stock as to dividends and upon liquidation). So long as no dividends are in arrears, Distributions on the Partnership Preferred Securities called for Redemption will continue Corporation is entitled, at any time and from time to accumulatetime, to repurchase shares of Series B Preferred Stock in open-market transactions duly authorized by the extent that payment Board of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionDirectors and effected in compliance with applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Regency Centers Lp), Merger Agreement (Urstadt Biddle Properties Inc)
Redemption Procedures. (ia) Notice The Company shall, contemporaneously with the giving of any redemption notice of Partnership Preferred Securities Remarketing pursuant to Section 6.6 of the Trust Agreement, furnish notice of Redemption to the Warrant Agent, which shall, within two (a "2) Business Days of receipt thereof, furnish notice of such Redemption Notice") will be given by to Holders of Definitive Warrants, and the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed Company shall request, not fewer later than 30 four nor more than 60 20 business days before prior to the date fixed for redemption. For purposes Remarketing Date, that DTC notify its Participants holding Warrants of the calculation Remarketing. The Company shall cause notice of such redemption to be published in a newspaper of general circulation in New York City, four business days prior to the Redemption Date. If the Company gives a notice of Redemption of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable)Warrants, then by 12:00 noon, New York City time, on the redemption dateRedemption Date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will Company shall deposit irrevocably with DTC funds consideration sufficient to pay the Warrant Value for all Book-Entry Warrants (other than Warrants held by persons electing to exercise their Warrants in lieu of a Redemption). If any Warrants are not represented by one or more Global Certificates, the Company shall irrevocably deposit with the Warrant Agent consideration sufficient to pay the applicable Redemption Price Warrant Value, and will shall give DTC the Warrant Agent irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give Warrant Value to the Paying Agent irrevocable instructions and authority to pay such amounts to the related Holders of Partnership Preferred Securities, upon surrender of their certificatesthe related Warrant Certificates. If notice of redemption shall have been given and consideration deposited or paid as required hereby, by checkthen, mailed immediately prior to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon5:00 p.m., New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or paymentDate, all rights of Holders of such Partnership Preferred Securities so called for redemption will shall cease, except the right of the Holders to receive the Warrant Value (or Common Stock if the related Holder elected to exercise such Holder's Warrant on or prior to 5:00 p.m., New York time, on the Redemption PriceDate), but without interest on such Redemption Priceand the Warrants shall cease to be outstanding.
(b) Notwithstanding anything herein to the contrary, and subject to applicable law, the Company and its subsidiaries may at any time, and from and after the date fixed for redemptiontime to time, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Daypurchase outstanding Warrants by tender, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld open market or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionprivate agreement.
Appears in 2 contracts
Samples: Warrant Agreement (Indymac Bancorp Inc), Warrant Agreement (Indymac Bancorp Inc)
Redemption Procedures. (i) Notice of any redemption (a "Notice of Redemption") of the Partnership Preferred Securities (a "Redemption Notice") to be redeemed will be given by the Partnership Citizens Capital by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before prior to the date fixed for redemptionredemption thereof following the issuance of a notice of prepayment or redemption of the Convertible Debentures by Citizens to Citizens Capital. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(iparagraph (f)(i), a Notice of Redemption Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders each Holder of Partnership Preferred Securities. Each Notice of Redemption Notice shall be addressed to the Holders each Holder of Partnership Preferred Securities at the address of each such the Holder appearing in the books and records of the PartnershipCitizens Capital. No defect in the Notice of Redemption Notice or in the mailing thereof with respect to any Holder Partnership Preferred Security shall affect the validity of the redemption proceedings with respect to any other HolderPartnership Preferred Security.
(ii) In the event that fewer than If, following a notice of prepayment of all the outstanding Partnership Preferred Securities are to be redeemedConvertible Debentures, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata providedCitizens Capital issues a Notice of Redemption, thatthen, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, Citizens will repay to Citizens Capital an aggregate principal amount of the Partnership (A) if the Partnership Preferred Securities are in book-entry only form Convertible Debentures, which, together with DTCaccrued and unpaid interest and any Deferred Interest thereon, will deposit irrevocably with DTC funds be an amount sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price for all Partnership Preferred Securities then outstanding. If a Notice of Redemption shall have been issued and funds deposited as required or a check deposited in respect the U.S. mails postage prepaid, then upon the date of such deposit, all rights of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Security Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of hold such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders of such securities to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestredemption date. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemptionDay. In the event that payment of the Redemption Price in respect of Partnership Preferred Securities is improperly withheld or refused and not paid either by either the Partnership Citizens Capital or the Company by Citizens pursuant to the Partnership GuaranteeGuarantee Agreement, Distributions on the such Partnership Preferred Securities called for Redemption (including any Additional Distributions thereon) will continue to accumulate, to accumulate at the extent that payment of such interest is legally availablethen applicable rate, from the original redemption date until to the date that the Redemption Price is actually paid. The Partnership .
(iii) Redemption/Distribution Notices shall not be required sent by Citizens Capital to register or cause to be registered the transfer Holders of any the Partnership Preferred Securities which Securities.
(iv) If a Notice of Redemption shall have been called for redemptionissued, the conversion rights set forth in Section 6.3 shall terminate at the close of business five Business Days prior to the redemption date.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Citizens Utilities Capital L P), Limited Partnership Agreement (Citizens Utilities Capital L P)
Redemption Procedures. (i) Notice If any shares of any redemption of Partnership Series A Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities Stock are to be redeemed not fewer than 30 nor more than 60 days before by the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given Corporation pursuant to this Section 6.2(e)(i)6, a Redemption Notice shall notice of redemption will be deemed to furnished by the Corporation and will be given on the day such notice is first mailed, by first-class mail, postage prepaid, (A) in case of redemption pursuant to Holders Section 6(a), within fifteen (15) days after the Corporation’s receipt of Partnership Preferred Securities. Each the Holder Partial Redemption Notice shall be Notice, or (B) in the case of redemption pursuant to Section 6(b) or Section 6(c), within the applicable notice period specified in Section 6(b) or Section 6(c), as applicable, in each case, addressed to the Holders holders of Partnership record of the Series A Preferred Securities Stock to be redeemed at their addresses as they appear on the address of each such Holder appearing in the books and stock transfer records of the PartnershipCorporation. No failure to give such notice or any defect in the Redemption Notice therein or in the mailing thereof with respect to any Holder shall affect the validity of the proceedings for the redemption proceedings with respect of any shares of Series A Preferred Stock except as to any other Holder.
the holder to whom notice was defective or not given. Each notice shall state: (i) the redemption date; (ii) In the event number of shares of Series A Preferred Stock to be redeemed; (iii) the redemption price and the accrued and unpaid dividends (if any) payable to holders surrendering shares of Series A Preferred Stock; (iv) the place or places where the Series A Preferred Stock is to be surrendered for payment of the applicable redemption price; (v) that fewer dividends on the shares to be redeemed will cease to accrue on such redemption date; (vi) whether such redemption is being made pursuant to Section 6(a), Section 6(b) or Section 6(c), (vii) if applicable, that such redemption is being made in connection with a Redemption Event and, in that case, a brief description of the transaction or transactions constituting such Redemption Event; and (viii) if such redemption is being made in connection with a Redemption Event, that the holders of the shares of Series A Preferred Stock being so called for redemption will not be able to tender such shares of Series A Preferred Stock for conversion or exchange in connection with the applicable Redemption Event and that each share of Series A Preferred Stock tendered for conversion or exchange that is called for redemption prior to the effective or closing date of the Redemption Event will be redeemed on the related date of redemption instead of the effective or closing date of the Redemption Event. If less than all of the outstanding Partnership shares of Series A Preferred Securities Stock held by any holder are to be redeemed, the Partnership notice mailed to such holder shall also specify the number of shares of Series A Preferred Securities Stock held by such holder to be redeemed.
(ii) Holders of Series A Preferred Stock to be redeemed shall be redeemed pro rata provided, thatsurrender certificates representing such Series A Preferred Stock at the place designated in such notice delivered by the Corporation pursuant to Section 6(d)(i) (or, in the event Partnership case of shares of Series A Preferred Securities are Stock held in book-entry only form by DTC or its nominee through a Depositary (or any successor Clearing Agency or its nomineeas defined below), DTC will reduce, in accordance with DTC's customary procedures, shall deliver the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder shares to be redeemed through the facilities of such Depositary) and shall thereafter be entitled to avoid receive the applicable redemption price and any accrued and unpaid dividends payable upon such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocableredemption as described in Section 6(a), then by 12:00 noonSection 6(b) or Section 6(c), New York City time, on the as applicable. If notice of redemption date, the Partnership (A) of any shares of Series A Preferred Stock has been given and if the Partnership funds necessary for such redemption have been irrevocably set aside by the Corporation, separate and apart from its other funds, in trust for the benefit of the holders of the shares of Series A Preferred Securities are in book-entry only form with DTCStock so called for redemption, will deposit irrevocably with DTC funds sufficient to pay then from and after the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or redemption date (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash unless default shall be made by wire the Corporation in same day funds to providing for the Holder by 12:00 Noon, New York City time, on payment of the redemption date. For these purposesprice plus accrued and unpaid dividends, the applicable Redemption Price if any), dividends will cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, no longer be deemed outstanding and all rights of Holders the holders of such Partnership Preferred Securities so called for redemption shares will ceaseterminate, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, redemption price plus accrued and from and after unpaid dividends up to an including the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear without interest, if any. In the event that any redemption date fixed for redemption of Partnership Preferred Securities is shall not be a Business Day, then payment of the Redemption Price payable redemption price plus accrued and unpaid dividends up to and including the date fixed for redemption, if any, need not be made on such redemption date will but may be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such redemption date fixed and no interest, additional dividends or other sums shall accrue on the amount so payable for redemptionthe period from and after such redemption date to such next succeeding Business Day. In If less than all of the event outstanding shares of Series A Preferred Stock are to be redeemed, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method determined by the Corporation that will not result in the automatic transfer of any shares of Series A Preferred Stock to a Charitable Trust (as defined in the Charter) pursuant to Article VI of the Charter (or any successor provision thereof).
(iii) Anything herein to the contrary notwithstanding, and except as otherwise required by law, the persons who were the holders of record of shares of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable on the corresponding Dividend Payment Date notwithstanding the redemption of those shares after such Dividend Record Date and on or prior to such Dividend Payment Date or the default by the Corporation in the payment of the Redemption Price is improperly withheld or refused dividend due on that Dividend Payment Date, in which case the amount payable upon redemption of such shares of Series A Preferred Stock will not include such dividend, and not the full amount of the dividend payable for the applicable Dividend Period shall instead be paid by either the Partnership or the Company pursuant on such Dividend Payment Date to the Partnership Guarantee, Distributions holders of record at the close of business on the Partnership Preferred Securities called for Redemption will continue to accumulate, such Dividend Record Date as aforesaid. Except as provided in this paragraph and except to the extent that accrued and unpaid dividends are payable upon redemption pursuant to the foregoing provisions of this Section 6, the Corporation will make no payment or allowance for unpaid dividends, whether or not in arrears, on shares of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Series A Preferred Securities which have been Stock called for redemption.
(iv) Upon surrender, in accordance with such notice, of the certificates representing any shares of Series A Preferred Stock to be so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state) (or, in the case of shares of Series A Preferred Stock held in book-entry form through a Depositary, upon delivery of such shares in accordance with such notice and the procedures of such Depositary), such shares of Series A Preferred Stock shall be redeemed by the Corporation at the redemption price plus, except as provided in the first sentence of Section 6(e)(iii) above, accrued and unpaid dividends, if any. In case fewer than all the shares of Series A Preferred Stock represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares of Series A Preferred Stock without cost to the holder thereof.
Appears in 2 contracts
Samples: Internalization Agreement (Carey Watermark Investors Inc), Internalization Agreement (Carey Watermark Investors 2 Inc)
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuers, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than fifteen (15) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Securities that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Notes shall cease to accrue on the date fixed Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which in the case of the date Notes shall be the Corporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities of any Optional Redemption or Tax Redemption, no Secured Note may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that ORBDCC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, ORBDCC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 2 contracts
Samples: Supplemental Indenture (Blue Owl Capital Corp), Second Supplemental Indenture (Blue Owl Capital Corp)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred a Majority of the Subordinated Securities and the consent of the Collateral Manager shall be provided to the Applicable Issuer, the Collateral Trustee and the Collateral Manager not later than sixty (60) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Collateral Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a "Redemption Notice") will notice of redemption shall be given by the Partnership Collateral Trustee by mail overnight delivery service, postage prepaid, mailed not later than fifteen (15) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Secured Debt or Subordinated Securities, at such Holder’s address in the Register (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Secured Debt and Subordinated Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes (as applicable);
(iii) all of the calculation Secured Debt and Subordinated Securities that are to be redeemed are to be redeemed (or in the case of the date Class A Loans, prepaid) in full and that interest on such Secured Debt shall cease to accrue on the Payment Date specified in the notice; and
(iv) the place or places specified by the Collateral Trustee where Secured Debt or Subordinated Securities are to be surrendered for payment of the Redemption Prices, which in the case of the Secured Debt shall be the Corporate Trust Office of the Collateral Trustee and in the case of the Subordinated Securities shall be as provided in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.2 on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Collateral Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Collateral Trustee that the Collateral Manager will be unable to after using commercially reasonable efforts or elects in good faith based on an assessment of current market conditions not to deliver the sale agreement or agreements or certifications described in Section 9.4(e) and Sections 12.1(b) and (g) and (y) the day on which the Holders of Secured Debt and Subordinated Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of the Subordinated Securities to the Collateral Trustee, the Loan Agent and the dates on which notices are given Collateral Manager. The Issuer shall provide notice to the Rating Agency of any such withdrawal. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Secured Debt and Subordinated Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Collateral Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Secured Debt or Subordinated Securities selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderSecured Debt or Subordinated Securities.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Debt in whole or in part, in the event Partnership Preferred Securities of any redemption pursuant to Section 9.2 or 9.3, no Secured Debt may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee and the Loan Agent evidence in a form reasonably satisfactory to the Collateral Trustee and the Loan Agent, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fee payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Debt on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of Collateral Trustee and the relevant Holder appearing Loan Agent that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that ORCC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fee payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Secured Debt or Subordinated Securities, ORCC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 2 contracts
Samples: Supplemental Indenture (Owl Rock Capital Corp), Indenture and Security Agreement (Owl Rock Capital Corp)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debentures in exchange for, the Securities (a "Redemption “Redemption/Distribution Notice") ”), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 20 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of or the date of final maturity of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Securities are to be so redeemed, the Common Securities and the Trust Preferred Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Trust Preferred Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Securities shall relate, in the case of any Trust Preferred Security redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Trust Preferred Securities which has been or is to be redeemed.
(c) Subject to the Trust’s fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership then (i) with respect to Trust Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon2:00 p.m., New York City time, on the redemption datedate (provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption or maturity of the Debentures), the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Trust Preferred Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership the Trust Preferred SecuritiesSecurities and (ii) with respect to Securities not represented by one or more Global Securities (provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption or maturity of the Debentures), upon surrender the Paying Agent will pay the relevant Redemption Price to the Holders of their certificates, such Securities by check, check mailed to the address of the relevant Holder appearing on the books and records register of the Partnership Trust on the redemption date; provided. If any date fixed for redemption of Securities is not a Business Day, howeverthen payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, that if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for so long as redemption. If payment of the Trust Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Property Trustee of or by the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds Sponsor as guarantor pursuant to the Holder by 12:00 NoonGuarantee, New York City timeDistributions on such Securities will continue to accrue at the then applicable rate from the original redemption date to the actual date of payment, on in which case the actual payment date will be considered the date fixed for redemption datefor purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accrue on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Debenture Issuer or its subsidiaries may at any time and from time to time purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement.
Appears in 2 contracts
Samples: Trust Agreement (CSX Capital Trust 1), Trust Agreement (Smithfield Foods Inc)
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuers, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than fifteen (15) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Securities that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Notes shall cease to accrue on the date fixed Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which in the case of the date Notes shall be the Corporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Trustee and the Collateral Manager. The Issuer shall provide notice to the Rating Agency of any such withdrawal. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities of any Optional Redemption or Tax Redemption, no Secured Note may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that ORTF has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, ORTF, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 2 contracts
Samples: Supplemental Indenture (Blue Owl Technology Finance Corp.), Indenture and Security Agreement (Owl Rock Technology Finance Corp.)
Redemption Procedures. (ia) Notice If the Company elects to redeem any Series B Preferred Shares, the Company will provide notice to the Series B Holders of any redemption of Partnership the Series B Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities Shares to be redeemed redeemed, not fewer less than 30 nor days and not more than 60 days before the date fixed for redemptionredemption thereof (provided, however, that if the Series B Preferred Shares are held in book-entry form through the Depositary, the Company may give this notice in any manner permitted by the Depositary). For purposes of the calculation of the date of redemption and the dates on which notices are Any notice given pursuant to as provided in this Section 6.2(e)(i)2.6 will be conclusively presumed to have been duly given, a Redemption Notice shall be deemed to be given on whether or not the day Series B Holder receives such notice, and any defect in such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect provision of such notice to any Series B Holder shall of Series B Preferred Shares designated for redemption will not affect the validity redemption of any other Series B Preferred Shares. Each notice of redemption shall state:
(i) the redemption proceedings with respect to any other Holder.date;
(ii) In the event that redemption price;
(iii) if fewer than all the outstanding Partnership Series B Preferred Securities Shares are to be redeemed, the Partnership number of Series B Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities Shares to be redeemed; provided, that if, as a result and
(iv) the manner in which the Series B Holders of such pro rata redemption, Holders would hold fractional interests in the Partnership Series B Preferred Securities, the General Partner Shares called for redemption may adjust the amount obtain payment of the interest redemption price in respect of each Holder to be redeemed to avoid such fractional intereststhose shares.
(iiib) If notice of redemption of any Series B Preferred Shares has been given and if the Partnership gives funds necessary for such redemption have been deposited by the Company in trust with a Redemption Notice (which notice will be irrevocable)bank or the Depositary for the benefit of the Series B Holders of any Series B Preferred Shares so called for redemption, then by 12:00 noon, New York City time, on from and after the redemption datedate such Series B Preferred Shares will no longer be deemed Outstanding for any purpose, the Partnership (A) if the Partnership all distributions with respect to such Series B Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient Shares shall cease to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on accrue after the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, and all rights of the Series B Holders of such Partnership Series B Preferred Securities so called for redemption Shares will ceaseterminate, except the right of the Holders to receive the Redemption Priceredemption price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. .
(c) In the event that case of any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment only part of the Redemption Price payable on such date Series B Preferred Shares at the time Outstanding, the Series B Preferred Shares to be redeemed will be made on selected either pro rata or by lot. Subject to the next succeeding Business Day provisions of this Series B Preferred Share Designation and applicable law, the Board of Directors will have the full power and authority to prescribe the terms and conditions upon which Series B Preferred Shares may be redeemed from time to time.
(and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment d) Any redemption of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Series B Preferred Shares pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called Section 2.5 shall be effected only out of funds legally available for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionpurpose.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC), Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)
Redemption Procedures. (i) Notice Subject to the satisfaction of any redemption of Partnership Preferred Securities contingency described in Section 4.6(a)(ii)(C) or (a "D) that is specified in the relevant Redemption Notice") will be given by , the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given completed on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemedDate; provided, that if, as if a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securitiesvalid Cash Election has not been made, the General Partner may adjust Redeeming Member may, at any time prior to the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Date, revoke its Redemption Notice by giving written notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A“Retraction Notice”) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority Company (with a copy to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption datePubCo); provided, however, that for so long as in no event may the Trust or Redeeming Member deliver a Retraction Notice later than two Business Days prior to the Property Trustee applicable Redemption Date. The timely delivery of a Retraction Notice shall terminate all of the Trust shall hold Redeeming Member’s, the Partnership Preferred Securities, payment of cash shall be made by wire Company’s and PubCo’s rights and obligations arising from the retracted Redemption Notice.
(ii) Unless the Redeeming Member has timely delivered a Retraction Notice as provided in same day funds Section 4.6(b)(i) or PubCo has elected its Call Right pursuant to the Holder by 12:00 Noon, New York City timeSection 4.6(f), on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid Date (to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then be effective immediately prior to the close of business on the date Redemption Date) (A) the Redeeming Member shall transfer and surrender the Common Units to be redeemed (and a corresponding number of shares of Class B Common Stock) to the Company, in each case free and clear of all liens and encumbrances, (B) PubCo shall contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 4.6(a)(i) or Section 4.6(a)(iv), as applicable, and as described in Section 4.1(e), the Company shall issue to PubCo a number of Common Units or other Equity Securities of the Company as consideration for such contribution, (C) the Company shall (x) cancel the redeemed Common Units, (y) transfer to the Redeeming Member the consideration the Redeeming Member is entitled to receive under Section 4.6(a)(i) or Section 4.6(a)(iv), as applicable, and (z) if the Common Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to Section 4.6(b)(ii)(A) and the number of redeemed Common Units and (D) PubCo shall cancel the surrendered shares of Class B Common Stock. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company makes a valid Cash Election, PubCo shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such deposit public offering) (such difference, the “Discount”)) from the sale by PubCo of a number of shares of Class A Common Stock equal to the number of Common Units and Class B Common Stock to be redeemed with such cash or paymentfrom the sale of other PubCo Equity Securities used to fund the Cash Election Amount; provided, all rights that PubCo’s Capital Account shall be increased by an amount equal to any such Discounts relating to such sale of Holders shares of Class A Common Stock or other PubCo Equity Securities in accordance with Section 7.9; provided, further, that the contribution of such Partnership Preferred Securities so called for redemption will cease, except net proceeds shall in no event affect the Redeeming Member’s right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionCash Election Amount.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Boxwood Merger Corp.), Unit Purchase Agreement (Boxwood Merger Corp.)
Redemption Procedures. (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the General Partner on behalf of the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the General Partner on behalf of the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.held
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Enron Preferred Funding Ii L P), Agreement of Limited Partnership (Enron Capital Trust I)
Redemption Procedures. (ia) Notice The Corporation shall give notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed mail, postage prepaid, not fewer less than 30 nor more than 60 90 days before prior to the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i)date, a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders respective holders of Partnership record of the Series A Preferred Securities Stock to be redeemed at their respective addresses as they appear on the address of each such Holder appearing in the books and stock transfer records of the PartnershipCorporation. No failure to give such notice or any defect in the Redemption Notice notice or in the mailing thereof with respect to any Holder shall of the notice will affect the validity of the proceedings for the redemption proceedings with respect of any shares of Series A Preferred Stock, except as to any other Holder.
a holder to whom notice was defective or not given. Each notice will state: (i) the redemption date; (ii) In the event redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the Series A Preferred Stock is to be surrendered for payment of the redemption price; (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date; and (vi) if such redemption is being made in connection with a Change of Control, holders of Series A Preferred Stock being so called for redemption will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is called, prior to the Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Conversion Date. Notwithstanding the foregoing, no notice of redemption will be required where the Corporation elects to redeem Series A Preferred Stock to preserve its REIT qualification. If the Corporation redeems less than all of the Series A Preferred Stock held by any holder, the notice mailed to such holder will also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding Partnership shares of Series A Preferred Securities Stock are to be redeemed, the Partnership Preferred Securities shares to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then selected by 12:00 noon, New York City time, on the lot or pro rata. If a redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price date falls after a Dividend Record Date and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give prior to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders corresponding Dividend Payment Date, each holder of Partnership Series A Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to Stock at the close of business on the date applicable Dividend Record Date is entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such deposit or paymentshares before the Dividend Payment Date.
(b) If the Corporation has given notice of redemption of any shares of Series A Preferred Stock and has set apart for payment the funds necessary for the redemption for the benefit of the holders of any shares of Series A Preferred Stock called for redemption, then from and after the redemption date (i) dividends will cease to accrue on such shares of Series A Preferred Stock, (ii) the shares of Series A Preferred Stock will no longer be deemed outstanding and (iii) all rights of Holders the holders of such Partnership Preferred Securities so called for redemption the shares will ceaseterminate, except the right of the Holders to receive the Redemption Priceredemption price.
(c) If full cumulative dividends on the Series A Preferred Stock have not been paid or declared and set apart for payment for all prior dividend periods, but without interest on such Redemption Pricethe Corporation may not redeem any shares of Series A Preferred Stock unless it simultaneously redeems all outstanding shares of Series A Preferred Stock, and from and after the date fixed for redemption, such Partnership Preferred Securities Corporation will not accumulate Distributions purchase or bear interest. In the event that otherwise acquire directly or indirectly any date fixed shares of Series A Preferred Stock (except by exchange for redemption shares of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant capital stock ranking junior to the Partnership GuaranteeSeries A Preferred Stock as to dividends and upon liquidation). So long as no dividends are in arrears, Distributions on the Partnership Preferred Securities called for Redemption will continue Corporation is entitled, at any time and from time to accumulatetime, to repurchase shares of Series A Preferred Stock in open-market transactions duly authorized by the extent that payment Board of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionDirectors and effected in compliance with applicable law.
Appears in 2 contracts
Samples: Merger Agreement (Urstadt Biddle Properties Inc), Merger Agreement (Regency Centers Lp)
Redemption Procedures. (i) Notice Except with respect to any redemption effected pursuant to Section 7(b)(ii) above, the Partnership shall give notice of any redemption not less than 60 calendar days before the scheduled Series B Redemption Date, to the Series B Holders (as of Partnership 5:00 p.m. New York City time on the Business Day next preceding the day on which notice is given) of any Series B Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities Units to be redeemed not fewer than 30 nor more than 60 days before as such Series B Holders’ names appear on the date fixed for redemption. For purposes books of the calculation of the date of redemption Series B Transfer Agent and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in Series B Holders shown therein. Such notice (the books and records of “Series B Redemption Notice”) shall state: (i) the Partnership. No defect in the Series B Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
Date; (ii) In the event that fewer number of Series B Preferred Units to be redeemed and, if less than all the outstanding Partnership Series B Preferred Securities Units are to be redeemed, the number of such units to be redeemed from such Series B Holder; (iii) the Series B Redemption Price; and (iv) that Series B Distributions on the Series B Preferred Units to be redeemed shall cease from and after such Series B Redemption Date.
(ii) If the Partnership or Series B Redeemed Holder, as the case may be, elects to redeem less than all of the outstanding Series B Preferred Securities Units, or less than all of the Series B Preferred Units are to be redeemed by operation of the proviso in the last sentence of Section 7(b)(ii) above, the number of Series B Preferred Units to be redeemed shall be determined by the General Partner, and such Series B Preferred Units shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount such method of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, selection as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount shall determine, either Pro Rata (Series B) or by lot, with adjustments to avoid redemption of fractional Series B Preferred Units. The aggregate Series B Redemption Price for any such partial redemption of the interest of each Holder outstanding Series B Preferred Units shall be allocated correspondingly among the redeemed Series B Preferred Units. The Series B Preferred Units not redeemed shall remain outstanding and entitled to be redeemed to avoid such fractional interestsall the rights and preferences provided in this Exhibit BP.
(iii) If the Partnership or Series B Redeemed Holder, as the case may be, gives or causes to be given a Series B Redemption Notice, the Partnership shall deposit with the Series B Transfer Agent (or, if the General Partner is acting in the capacity of the Series B Transfer Agent, the General Partner will secure) funds sufficient to redeem the Series B Preferred Units as to which such Series B Redemption Notice (which notice will be irrevocable)shall have been given, then by 12:00 noon, no later than 10:00 a.m. New York City time, time on the redemption dateSeries B Redemption Date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTCand, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying extent applicable, shall give the Series B Transfer Agent irrevocable instructions and authority to pay such amounts (or, if the General Partner is acting in the capacity of the Series B Transfer Agent, the General Partner shall pay) the Series B Redemption Price to the Series B Holders of to be redeemed, as set forth in the Series B Redemption Notice. If the Series B Redemption Notice shall have been given, from and after the Series B Redemption Date, unless the Partnership Preferred Securities, upon surrender of their certificates, by check, mailed defaults in providing or securing funds sufficient for such redemption at the time and place specified for payment pursuant to the address of the relevant Holder appearing Series B Redemption Notice, all Series B Distributions on the books such Series B Preferred Units to be redeemed shall cease and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders holders of such Partnership Series B Preferred Securities so called for redemption will Units with respect to such Series B Preferred Units shall cease, except the right of the Holders to receive the Series B Redemption Price, but without including any amount equal to declared and unpaid distributions to the Series B Redemption Date, and such Series B Preferred Units shall not thereafter be transferred on the books of the Series B Transfer Agent or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series B Transfer Agent the interest income, if any, earned on such funds deposited with the Series B Transfer Agent (to the extent that such interest income is not required to pay the Series B Redemption PricePrice of the Series B Preferred Units to be redeemed), and from and the holders of any Series B Preferred Units so redeemed shall have no claim to any such interest income. Any funds deposited with the Series B Transfer Agent hereunder by the Partnership for any reason, including redemption of Series B Preferred Units, that remain unclaimed or unpaid after two years after the date fixed for redemptionapplicable Series B Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series B Holders entitled to such Partnership redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series B Redemption Notice, there shall be no redemption of any Series B Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed Units called for redemption until funds sufficient to pay the full Series B Redemption Price of such Series B Preferred Units shall have been deposited by the Partnership Preferred Securities with the Series B Transfer Agent or, if the General Partner is not a Business Day, then payment acting in the capacity of the Redemption Price payable on Series B Transfer Agent, secured by the General Partner for such date will be made on purposes.
(iv) Any assignee of any Limited Partner (as permitted under the next succeeding Business Day (and without any interest Agreement) in respect of any Series B Preferred Units may exercise the rights of such delay)Limited Partner pursuant to this Section 7, except that, if and such Business Day falls in the next calendar year, Limited Partner shall be deemed to have assigned such payment will rights to such assignee and shall be made on the immediately preceding Business Day in each case, with the same force and effect as if made on bound by any exercise of such date fixed for redemptionrights by such Limited Partner’s assignee. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant Each Series B Holder shall provide notice to the Partnership Guaranteeof any merger, Distributions on acquisition, stock sale, sale of all or substantially all of the assets of such Series B Holder, or similar transaction involving the Series B Holder no less than 30 days prior to the consummation of any such transaction.
(v) Each Series B Holder covenants and agrees with the Partnership and the General Partner that all Series B Preferred Securities called Units delivered for Redemption will continue redemption pursuant to accumulate, this Section 7 shall be delivered to the extent that payment Partnership free and clear of such interest is legally availableall liens, from and, notwithstanding anything contained herein to the original redemption date until contrary, the Redemption Price is actually paid. The Partnership shall not be required under any obligation to register acquire Series B Preferred Units which are or cause may be subject to be registered any liens. Each Series B Holder further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of any its Series B Preferred Units to the Partnership in connection with a redemption under this Section 7, such holder shall assume and pay such transfer tax.
(vi) Any Series B Preferred Securities which have been called for redemptionUnits that are redeemed or otherwise acquired by the Partnership pursuant to the provisions of this Section 7 shall be cancelled.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Greystone Housing Impact Investors LP), Limited Partnership Agreement (America First Multifamily Investors, L.P.)
Redemption Procedures. (i) Notice Subject to the satisfaction of any redemption of Partnership Preferred Securities contingency described in Section 4.6(a)(ii)(C) or (a "D) that is specified in the relevant Redemption Notice") will be given by , the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given completed on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemedDate; provided, that if, as if a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securitiesvalid Cash Election has not been made, the General Partner may adjust Redeeming Member may, at any time prior to the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Date, revoke its Redemption Notice by giving written notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A“Retraction Notice”) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority Company (with a copy to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption datePubCo); provided, however, that for so long as in no event may the Trust or Redeeming Member deliver a Retraction Notice later than two (2) Business Days prior to the Property Trustee applicable Redemption Date. The timely delivery of a Retraction Notice shall terminate all of the Trust shall hold Redeeming Member’s, the Partnership Preferred Securities, payment of cash shall be made by wire Company’s and PubCo’s rights and obligations arising from the retracted Redemption Notice.
(ii) Unless the Redeeming Member has timely delivered a Retraction Notice as provided in same day funds to the Holder by 12:00 Noon, New York City timeSection 4.6(b)(i), on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid Date (to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then be effective immediately prior to the close of business on the date Redemption Date) (A) the Redeeming Member shall transfer and surrender the Class B Units to be redeemed (and a corresponding number of shares of Class B Common Stock to be canceled) to the Company, in each case free and clear of all liens and encumbrances, (B) PubCo shall contribute to the Company the consideration the Redeeming Member is entitled to receive under Section 4.6(a)(i) or 4.6(a)(iv), as applicable, and as described in Section 4.1(d), the Company shall issue to PubCo a number of Class B Units or other Equity Securities of the Company as consideration for such contribution, (C) the Company shall (x) cancel the redeemed Class B Units, (y) transfer to the Redeeming Member the consideration the Redeeming Member is entitled to receive under Section 4.6(a)(i) or 4.6(a)(iv), as applicable, and (z) if the Class B Units are certificated, issue to the Redeeming Member a certificate for a number of Class B Units equal to the difference (if any) between the number of Class B Units evidenced by the certificate surrendered by the Redeeming Member pursuant to Section 4.6(b)(ii)(A) and the number of redeemed Class B Units and (D) PubCo shall cancel the surrendered shares of Class B Common Stock. Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Company makes a valid Cash Election, PubCo shall only be obligated to contribute to the Company an amount in cash equal to the net proceeds (after deduction of any underwriters’ discounts or commissions and brokers’ fees or commissions (including, for the avoidance of doubt, any deferred discounts or commissions and brokers’ fees or commissions payable in connection with or as a result of such deposit public offering) (such difference, the “Discount”)) from the sale by PubCo of a number of shares of Class A Common Stock equal to the number of Class B Units and Class B Common Stock to be redeemed with such cash or paymentfrom the sale of other PubCo Equity Securities used to fund the Cash Election Amount; provided, all rights that PubCo’s Capital Account shall be increased by an amount equal to any such Discounts relating to such sale of Holders shares of Class A Common Stock or other PubCo Equity Securities in accordance with Section 7.8; provided, further, that the contribution of such Partnership Preferred Securities so called for redemption will cease, except net proceeds shall in no event affect the Redeeming Member’s right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionCash Election Amount.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Golden Nugget Online Gaming, Inc.), Purchase Agreement (Landcadia Holdings II, Inc.)
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuers, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than fifteen (15) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Securities that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Notes shall cease to accrue on the date fixed Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which in the case of the date Notes shall be the Corporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Trustee and the Collateral Manager. The Issuer shall provide notice to the Rating Agency of any such withdrawal. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities of any Optional Redemption or Tax Redemption, no Secured Note may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that ORCC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, ORCC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 2 contracts
Samples: Indenture and Security Agreement (Owl Rock Capital Corp), Indenture and Security Agreement (Owl Rock Capital Corp)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.1, the written direction of Partnership Preferred Securities a Majority of the Holders of the Subordinated Notes (and in the case of a "Redemption Notice"Refinancing, the consent of the Collateral Manager and the Retention Provider) will required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 10 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.1, a notice of redemption shall be given by the Partnership Issuer by mail to each Holder overnight delivery service (or through the applicable procedures of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(iDTC), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, mailed not later than 4 Business Days prior to Holders the applicable Redemption Date, to the Trustee, the Rating Agency and each Holder of Partnership Preferred Securities. Each Notes, at such Holder’s address in the Register.
(b) All notices of redemption delivered pursuant to Section 9.3(a) shall state:
(i) the applicable Redemption Notice Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that are to be redeemed are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the Business Day specified in the notice;
(iv) the place or places where Notes are to be surrendered for payment of the Redemption Prices, which shall be addressed the office or agency of the Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.1 up to the Holders Business Day prior to the proposed Redemption Date by written notice to the Trustee. The Issuer shall provide KBRA notice of Partnership Preferred Securities any withdrawal.
(d) Notice of redemption pursuant to Section 9.1 or 9.2 shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 2 contracts
Samples: Indenture (Monroe Capital Income Plus Corp), Indenture (Monroe Capital Income Plus Corp)
Redemption Procedures. (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Samples: Limited Partnership Agreement (Merrill Lynch Preferred Funding I Lp)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debentures in exchange for the Securities (a "Redemption Redemption/Distribution Notice") will ), which notice shall be irrevocable, shall be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i)7.4, a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities and Common Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Preferred Securities to be redeemed shall be redeemed pro rata provided, that, will be redeemed as described in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Section 7.4(c) below. The particular Preferred Securities to be redeemed; provided, that if, as redeemed will be selected on a result of such pro rata Pro Rata basis by the Property Trustee from the outstanding Preferred Securities not previously called for redemption, Holders would hold fractional interests by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the Partnership case of any Preferred Securities, the General Partner may adjust the amount of the interest of each Holder Security redeemed or to be redeemed only in part to avoid such fractional interests.the portion of the aggregate liquidation amount of Preferred Securities which has been or is to be redeemed..
(iiic) If Subject to the Partnership gives a Redemption Notice (which Trust's fulfillment of the notice will requirements set forth in Section 7.4(a) above, if Securities are to be irrevocable)redeemed, then (i) with respect to Preferred Securities represented by one or more Global Securities, by 12:00 noon, New York City time, on the redemption date, provided that the Partnership (A) if Debenture Issuer has paid the Partnership Preferred Securities are Property Trustee a sufficient amount of cash in book-entry only form connection with DTCthe related redemption or maturity of the Debentures, the Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to such Preferred Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price to the Holders of such Preferred Securities, and (ii) with respect to Preferred Securities issued in respect certificated form and Common Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Partnership Preferred Securities held through DTC in global form or (B) if Debentures, the Partnership Preferred Securities are held in certificated form, Property Trustee will irrevocably deposit with the Paying Agent, Agent funds sufficient to pay the applicable Redemption Price amount payable on redemption to the Holders of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts the relevant Redemption Price to the Holders of Partnership Preferred Securities, such Securities upon surrender of their certificates, by check, mailed Exhibit (4)(s) certificates evidencing their Securities. Payment of the Redemption Price on the Preferred Securities will be made to the address recordholders thereof as they appear on the register of the relevant Holder appearing Trust on the books and records of relevant record date, which shall be one Business Day prior to the Partnership on the relevant redemption date; provided, however, that for so long as with respect to the Trust Preferred Securities not represented by one or the Property Trustee of the Trust shall hold the Partnership Preferred more Global Securities, payment of cash the relevant record date shall be made by wire in same day funds fifteen days prior to the Holder by 12:00 Noon, New York City time, on the relevant redemption date. For these purposesIf any date fixed for redemption of Securities is not a Business Day, then payment of the applicable amount payable on such date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price shall in respect of any Securities is not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction because the payment of the foregoing conditionsRedemption Price on the Debentures is not made, interest will continue to accrue on the Debentures, and, as a result, Distributions on such Securities will continue to accumulate at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price (other than for purposes of calculating any premium). If a Redemption/Distribution Notice shall have been given and funds deposited as required, then immediately prior to the close of business on the date of such deposit or paymentdeposit, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Regular Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been so called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Debenture Issuer or any of its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Samples: Trust Agreement (Weyerhaeuser Co)
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than fifteen (15) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Securities that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Notes shall cease to accrue on the date fixed Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which in the case of the date Notes shall be the Corporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee, that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In the event that fewer than all the outstanding Partnership Preferred Securities Unless Refinancing Proceeds are being used to be redeemedredeem, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatNotes in whole or in part, in the event Partnership Preferred Securities of any Optional Redemption or Tax Redemption, no Secured Notes may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem, the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that ORCC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable, and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, ORCC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture (Owl Rock Capital Corp)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debentures in exchange for, the Securities (a "Redemption Redemption/Distribution Notice") ), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Preferred Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will be redeemed as described in Section 7.4 (c) below. The particular Capital Securities to be redeemed will be selected on a Pro Rata basis by the Property Trustee from the outstanding Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any Capital Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Capital Securities which has been or is to be redeemed.
(c) Subject to the Trust's fulfillment of the notice requirements set forth in Section 7.4 (a) above, if Securities are to be redeemed, the Partnership Preferred then (i) with respect to Capital Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, provided that the Partnership (A) if Debenture Issuer has paid the Partnership Preferred Securities are Property Trustee a sufficient amount of cash in book-entry only form connection with DTCthe related redemption or maturity of the Debentures, the Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect to the Holders of the Partnership Preferred Capital Securities held through DTC and (ii) with respect to Securities not represented by one or more Global Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit connection with the Paying Agent, funds sufficient to pay the applicable Redemption Price related redemption or maturity of the amount of any such Partnership Preferred Securities and Debentures, the Property Trustee will give to the Paying Agent irrevocable instructions and authority to pay such amounts the relevant Redemption Price to the Holders of Partnership Preferred Securities, such Securities upon surrender of their certificates, by check, mailed certificates evidencing the Capital Securities. Payment of the Redemption Price on the Capital Securities will be made to the address recordholders thereof as they appear on the register of the relevant Holder appearing Trust on the books and records of relevant record date, which shall be one Business Day prior to the Partnership on the relevant redemption date; provided, however, that with respect to the Capital Securities not represented by one or more Global Securities, the relevant record date shall be the date fifteen days prior to the relevant redemption date. If any date fixed for so long as the Trust or the Property Trustee redemption of Securities is not a Business Day, then payment of the Trust shall hold Redemption Price payable on such date will be made on the Partnership Preferred Securitiesnext succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date fixed for redemption. If, however, the Business Day falls in the next calendar year, then payment of cash shall the Redemption Price will be made by wire on the immediately preceding Business Day with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in same day funds respect of any Securities is not paid because the payment of the Redemption Price on the Debentures is not made, interest will continue to accrue on the Debentures, and, as a result, Distributions on such Securities will continue to accumulate at the then applicable rate from the original redemption date to the Holder by 12:00 Noonactual date of payment, New York City time, on in which case the actual payment date will be considered the date fixed for redemption datefor purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accumulate on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Debenture Issuer or its subsidiaries may at any time and from time to time purchase outstanding Capital Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debentures in exchange for, the Securities (a "Redemption Redemption/Distribution Notice") ), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Preferred Securities are to be so redeemed, the Partnership Common Securities and the Preferred Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Preferred Securities to be redeemed shall will be redeemed pro rata provided, that, as described in Section 7.4(c) below. The Trust may not redeem the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities part unless all accumulated and unpaid Distributions to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.paid in full on all Securities then outstanding. For
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Redemption Procedures. (a) In the event of any redemption pursuant to Section 9.2, the written direction of a Majority of the Subordinated Notes with the consent of the Collateral Manager, the U.S. Retention Sponsor and the EU/UK Retention Holder, or the written direction of the Collateral Manager with the consent of the U.S. Retention Sponsor and the EU/UK Retention Holder, as applicable, shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 15 Business Days (or such shorter period of time as the Trustee and (in the case of such direction delivered by a Majority of the Subordinated Notes) the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2, 9.3 or 9.8, a notice of redemption shall be provided by the Trustee not later than nine Business Days prior to the applicable Redemption Date, to each Holder of Debt, at such Holder’s address in the Notes Register and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Debt to be redeemed;
(iii) all of the Debt that is to be redeemed is to be redeemed in full and that interest on such Debt shall cease to accrue on the Payment Date specified in the notice; and
(iv) the place or places where Debt is to be surrendered for payment of the Redemption Prices, which shall be the Corporate Trust Office of the Trustee.
(c) The Issuer may (at the direction of the Collateral Manager) withdraw any notice of redemption delivered pursuant to Section 9.2 at any time prior to 10:00 a.m. New York time on the Business Day immediately preceding the scheduled Redemption Date. In addition, the Issuer may withdraw any notice of Tax Redemption if the conditions required hereunder for such redemption are not satisfied at any time prior to 10:00 a.m. New York time on the scheduled Redemption Date. The Issuer shall provide notice of any such withdrawal to the Rating Agency and to the Trustee (who shall forward such notice to the applicable Holders).
(d) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will pursuant to Section 9.2, 9.3 or 9.8 shall be given by the Partnership Issuer or, upon an Issuer Order, by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes Trustee in the name and at the expense of the calculation Issuer. Failure to give notice of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i)redemption, a Redemption Notice shall be deemed to be given on the day such notice is first mailedor any defect therein, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderDebt.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Debt in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2, 9.3 or 9.8, no Secured Debt may be optionally redeemed unless (i) at least one Business Day before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee a certification, in booka form reasonably satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with (x) a financial or other institution or institutions or (y) a special purpose entity meeting all then-entry only form current bankruptcy-remoteness criteria of the Rating Agency to purchase (directly or by DTC participation or its nominee (or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption, Tax Redemption or Clean-Up Call Redemption prior to any distributions with respect to the Subordinated Notes, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class or Classes of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Debt on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class or Classes have elected to pay receive, where Holders of such Class or Classes have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class or Classes), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address Trustee that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or has priced but has not yet closed its securities offering), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) the aggregate Market Value of the relevant Holder appearing on Collateral Obligations shall exceed the books and records sum of (x) the aggregate Redemption Prices of the Partnership on applicable Class of Secured Debt (including, without limitation, any such amount that the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Aggregate Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption, except thatTax Redemption or Clean-Up Call Redemption, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Debt, the Collateral Manager, the U.S. Retention Sponsor, the EU/UK Retention Holder or any of their respective affiliates or accounts managed thereby or by any of their respective affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
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Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debentures in exchange for, the Securities (a "Redemption Redemption/Distribution Notice") ), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Preferred Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The particular Capital Securities to be redeemed will be selected on a Pro Rata basis by the Property Trustee from the outstanding Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any Capital Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Capital Securities which has been or is to be redeemed.
(c) Subject to the Trust's fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership Preferred then (i) with respect to Capital Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, provided that the Partnership (A) if Debenture Issuer has paid the Partnership Preferred Securities are Property Trustee a sufficient amount of cash in book-entry only form connection with DTCthe related redemption or maturity of the Debentures, the Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect to the Holders of the Partnership Preferred Capital Securities held through DTC and (ii) with respect to Securities not represented by one or more Global Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit connection with the Paying Agent, funds sufficient to pay the applicable Redemption Price related redemption or maturity of the amount of any such Partnership Preferred Securities and Debentures, the Property Trustee will give to the Paying Agent irrevocable instructions and authority to pay such amounts the relevant Redemption Price to the Holders of Partnership Preferred Securities, such Securities upon surrender of their certificates, by check, mailed certificates evidencing the Capital Securities. Payment of the Redemption Price on the Capital Securities will be made to the address recordholders thereof as they appear on the register of the relevant Holder appearing Trust on the books and records of relevant record date, which shall be one Business Day prior to the Partnership on the relevant redemption date; provided, however, that for so long as with respect to the Trust Capital Securities not represented by one or the Property Trustee of the Trust shall hold the Partnership Preferred more Global Securities, payment of cash the relevant record date shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately date fifteen days prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.relevant
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Redemption Procedures. (iA) Notice of At any redemption of Partnership Preferred Securities (a "time on or after the Eligible Redemption Notice") will be given by the Partnership by mail to Date, each Holder of Partnership shares of Series A Preferred Securities Stock shall have the right (a “Holder Redemption Right”) to be redeemed not fewer than 30 nor more than 60 days before require the date fixed for redemption. For purposes Company to redeem any or all of the calculation shares of Series A 0000-0000-0000.13 Preferred Stock of such Holder then outstanding, in each case to the date of redemption and extent not prohibited by law, at the dates on which notices are given Redemption Price. The Redemption Price shall be payable only in cash.
(B) To exercise its Holder Redemption Right pursuant to this Section 6.2(e)(i10(a), a Redemption Notice shall be deemed to be given on the day such notice is first mailedHolder must, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer no later than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon5:00 p.m., New York City time, on the date that is no more than one hundred twenty (120), nor less than thirty (30), calendar days prior to the date of such redemption datespecified therein (the “Designated Redemption Date”), deliver written notice thereof (a “Notice of Holder Redemption”) to the Company and the Transfer Agent and shall, on or prior to the Designated Redemption Date, surrender to the Transfer Agent the certificates representing the shares of Series A Preferred Stock to be redeemed by the Company; provided, that, such Holder will be entitled to revoke its Notice of Holder Redemption at any time but no later than ten (10) Business Days prior to the Designated Redemption Date. On such Designated Redemption Date, the Partnership (A) if Company shall deliver or cause to be delivered to each Holder that has exercised its Holder Redemption Right with respect to such Designated Redemption Date, cash by wire transfer, equal to the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount shares of Series A Preferred Stock in respect of which such Holder has delivered (and has not revoked in accordance with this Section 10(a)(i)(B)) a Notice of Holder Redemption in accordance herewith.
(C) If a Holder does not elect to exercise its Holder Redemption Right pursuant to this Section 10(a) with respect to all of its shares of Series A Preferred Stock (and has not revoked in accordance with Section 10(a)(i)(B)), the shares of Series A Preferred Stock held by it and not surrendered for redemption by the Company will remain outstanding until otherwise subsequently converted, redeemed, reclassified or canceled. From and after the Redemption Date with respect to any share of Series A Preferred Stock for which a Holder elected to effect a Holder Redemption Right and the Company has redeemed in accordance with the provisions of this Section 10(a), (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be deemed outstanding and (iii) all rights with respect to such share shall cease and terminate. For the avoidance of doubt, notwithstanding anything contained herein to the contrary, until a share of Series A Preferred Stock is redeemed by the payment in full of the applicable Redemption Price, such share of Series A Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights provided herein including the right to convert.
(D) In the event that a Holder Redemption Right is exercised with respect to shares of Series A Preferred Stock representing less than all the shares of Series A Preferred Stock held by a Holder, upon such redemption, the Company shall execute and deliver to such Holder, at the expense of the Company, a certificate representing the shares of Series A Preferred Stock held by 0000-0000-0000.13 the Holder as to which a Holder Redemption Right was not exercised (or book-entry interests representing such shares).
(E) If the Company shall not have sufficient funds legally available under applicable law to redeem, as of any Designated Redemption Date, all shares of Series A Preferred Stock with respect to which Holders have exercised a Holder Redemption Right pursuant to Section 10(a), the Company shall redeem on such Partnership Designated Redemption Date, pro rata among the Holders that have exercised their Holder Redemption Right, a number of shares of Series A Preferred Securities and will give Stock with an aggregate Redemption Price equal to the Paying Agent irrevocable instructions and authority amount legally available under applicable law for the redemption of shares of Series A Preferred Stock on such Designated Redemption Date. As soon as practicable following such time that the Company has sufficient funds legally available under applicable law to pay redeem such amounts shares of Series A Preferred Stock not redeemed because of the foregoing limitation at the applicable Redemption Price, the Company shall provide notice to the Holders of Partnership Preferred Securitiesthe availability of such funds, upon surrender and the Holders may, within ten (10) Business Days of receipt of such notice (the “Final Redemption Exercise Date”), elect to invoke their certificates, by check, mailed Holder Redemption Right pursuant to Section 10(a) with respect to the address shares of Series A Preferred Stock that were not redeemed on the Designated Redemption Date. In addition, if the Company does not make the redemption payment as of any Designated Redemption Date relating to all of the relevant shares of Series A Preferred Stock with respect to which Holders have exercised a Holder appearing on Redemption Right pursuant to Section 10(a), the books and records then-current rate of Cash Dividends in accordance with Section 4(b) the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust (“Pre-Redemption Cash Dividend Rate”) shall hold the Partnership Preferred Securities, payment of cash shall be made increase by wire in same day funds to the Holder by 12:00 Noon, New York City time2.00%, on each Dividend Payment Date following the redemption date. For these purposesDesignated Redemption Date, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, accruing daily from the original redemption date Designated Redemption Date until the Redemption Price is actually paidpaid in full in respect of such shares of Series A Preferred Stock; provided, however that on the next Dividend Payment Date following the Final Redemption Exercise Date, the rate of Cash Dividends shall return to the Pre-Redemption Cash Dividend Rate with respect to each share of Series A Preferred Stock for which a Holder did not elect to exercise its Holder Redemption Right prior to the Final Redemption Exercise Date pursuant to the prior sentence of this Section 10(a)(i)(E). The Partnership inability of the Company to make a redemption payment for any reason shall not be relieve the Company from its obligation to effect any required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionredemption when, as and if permitted by applicable law.
Appears in 1 contract
Samples: Investment Agreement (eHealth, Inc.)
Redemption Procedures. To require us to redeem shares of Series E Preferred Stock, a holder or estate of a holder, as applicable, must deliver a notice of redemption, by overnight delivery or by first class mail, postage prepaid to us at our principal executive offices. Each such notice must be an original, notarized copy and must state or include: (i1) Notice the name and address of the stockholder whose shares of Series E Preferred Stock are requested to be redeemed, (2) the number of shares of Series E Preferred Stock requested to be redeemed, (3) the name of the broker dealer who holds the shares of Series E Preferred Stock requested to be redeemed, the stockholder’s account number with such broker dealer and such broker dealer’s participant number for DTC and (4) in the case of a notice to redeem upon the death of a holder, a certified copy of the death certificate (and such other evidence that is satisfactory to us in our sole discretion) for the natural person who previously held the shares to be redeemed. If, as a result of the limitations described under “—Stockholder Redemption Option,” the optional redemption right has not been suspended or terminated but fewer than all shares for which a notice of redemption was delivered to us are to be redeemed, the number of shares to be redeemed will be pro rata based on the number of shares of Series E Preferred Stock for which each holder timely submitted a notice of redemption. If a Stockholder Redemption Date is also a Death Redemption Date, the limitations described under “—Stockholder Redemption Option” shall first be applied to any redemption requested upon the death of the holder and then to shares to be redeemed pursuant to the Stockholder Redemption Option. Upon any redemption of Partnership shares of Series E Preferred Securities Stock, the holder thereof will also be entitled to receive a sum equal to all accumulated and unpaid dividends on such shares to, but excluding, the applicable Stockholder Redemption Date or Death Redemption Date (unless such Stockholder Redemption Date or Death Redemption Date falls after a "dividend record date and on or prior to the corresponding dividend payment date, in which case each holder of shares of Series E Preferred Stock on such dividend record date will be entitled to the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares on or prior to such dividend payment date, and each holder of shares of Series E Preferred Stock that are redeemed on such Stockholder Redemption Notice"Date or Death Redemption Date will be entitled to the dividends, if any, occurring after the end of the dividend period to which such dividend payment date relates up to, but excluding, the Stockholder Redemption Date or Death Redemption Date, as the case may be). Upon the redemption of any shares of Series E Preferred Stock, such shares of Series E Preferred Stock will cease to be outstanding, dividends with respect to such shares of Series E Preferred Stock will cease to accumulate and all rights whatsoever with respect to such shares (except the right to receive the per share cash payment for the shares to be redeemed) will be given by terminate. We may suspend or terminate the Partnership by mail redemption program at any time in our sole discretion. Except in certain limited circumstances relating to each Holder maintaining our qualification as a REIT as described in “—Restrictions on Ownership and Transfer,” we cannot redeem the Series E Preferred Stock prior to the earlier of Partnership (1) first anniversary of the Termination Date and (2) January 1, 2026. On and after the earlier of (1) first anniversary of the Termination Date and (2) January 1, 2026, at our sole option upon not less than 30 nor more than 60 days’ written notice, we may redeem shares of the Series E Preferred Securities Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus an amount equal to all accumulated and unpaid dividends on such shares to, but excluding, the date fixed for redemption, without interest. Holders of Series E Preferred Stock to be redeemed must then surrender such Series E Preferred Stock at the place designated in the notice. Upon surrender of the Series E Preferred Stock, the holders will be entitled to the redemption price. If notice of redemption of any shares of Series E Preferred Stock has been given and if we have deposited the funds necessary for such redemption with the paying agent for the benefit of the holders of any of the shares of Series E Preferred Stock to be redeemed, then from and after the redemption date, dividends will cease to accumulate on those shares of Series E Preferred Stock, those shares of Series E Preferred Stock will no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price. If less than all of the outstanding Series E Preferred Stock is to be redeemed, the Series E Preferred Stock to be redeemed will be selected (1) pro rata, (2) by lot or (3) by any other fair and equitable method that our Board of Directors may choose. Unless full cumulative dividends for all applicable past dividend periods on all shares of Series E Preferred Stock and any shares of stock that rank on parity with regards to dividends and upon liquidation have been or contemporaneously are declared and paid (or declared and a sum sufficient for payment set apart for payment), no shares of Series E Preferred Stock will be redeemed. In such event, we also will not fewer purchase or otherwise acquire directly or indirectly any shares of Series E Preferred Stock (except by exchange for our capital stock ranking junior to the Series E Preferred Stock as to dividends and upon liquidation). However, the foregoing will not prevent us from purchasing shares pursuant to our charter, in order to ensure that we continue to meet the requirements for qualification as a REIT, or from acquiring shares of Series E Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series E Preferred Stock and any shares of stock that rank on parity with regards to dividends and upon liquidation and for which all accumulated and unpaid dividends have not been paid. So long as no dividends are in arrears, we will be entitled at any time and from time to time to repurchase shares of Series E Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable laws. We will deliver a notice of redemption, by overnight delivery, by first class mail, postage prepaid or electronically to holders thereof, or request our agent, on behalf of us, to promptly do so by overnight delivery, by first class mail, postage prepaid or electronically. The notice will be provided not less than 30 nor more than 60 days before prior to the date fixed for redemptionredemption in such notice. For purposes of the calculation of Each such notice will state: (1) the date for redemption; (2) the number of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders shares of Partnership Series E Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities Stock to be redeemed; provided, that if, as (3) the CUSIP number for the Series E Preferred Stock; (4) the applicable redemption price on a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securitiesper share basis; (5) if applicable, the General Partner may adjust place or places where the amount of the interest of each Holder certificate(s) for such shares are to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that surrendered for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed price for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.;
Appears in 1 contract
Samples: Dealer Manager Agreement
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.1, the written direction of Partnership Preferred Securities a Majority of the Holders of the Subordinated Notes (and in the case of a "Redemption Notice"Refinancing, the consent of the Collateral Manager and the U.S. Retention Provider) will required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 4 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.1, a notice of redemption shall be given by the Partnership Issuer by mail to each Holder overnight delivery service (or through the applicable procedures of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(iDTC), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, sent not later than 4 days prior to Holders the applicable Redemption Date, to the Trustee, the Rating Agency and each Holder of Partnership Preferred Securities. Each Notes, at such Holder’s address in the Register.
(b) All notices of redemption delivered pursuant to Section 9.3(a) shall state:
(i) the applicable Redemption Notice Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that are to be redeemed are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the Business Day specified in the notice;
(iv) the place or places where Notes are to be surrendered for payment of the Redemption Prices, which shall be addressed the office or agency of the Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.1 up to the Holders Business Day prior to the proposed Redemption Date by written notice to the Trustee. The Issuer shall provide the Rating Agency with notice of Partnership Preferred Securities any withdrawal or any Failed Optional Redemption.
(d) Notice of redemption pursuant to Section 9.1 or 9.2 shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2 or 9.3, the written direction required thereby shall be provided to the Issuer, the Trustee, the Class A-1L Loan Agent and the Collateral Manager not later than 30 days (or such shorter period of Partnership Preferred Securities time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the applicable Redemption Date (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a "Redemption Notice") will notice of redemption shall be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, mailed not later than four Business Days prior to Holders the applicable Redemption Date to each Holder of Partnership Preferred Securities. Each NotesDebt at such Holder’s address in the Register (or the Class A-1L Loan Register in the case of the Class A-1L Lenders) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Notice Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Classes of Secured NotesDebt that are to be redeemed are to be redeemed in full and that interest on such Secured NotesDebt shall cease to accrue on the Redemption Date specified in the notice;
(iv) whether xxxxxx Classes of Secured NotesDebt are to be redeemed in full on such Redemption Date and, if so, the place or places where Secured Notes are to be surrendered for payment of the Redemption Prices, which shall be addressed the office or agency of the Co-Issuers to be maintained as provided in Section 7.2; and
(v) whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Co-Issuers to be maintained as provided in Section 7.2.
(c) The Issuer may (or if directed by a Majority of the Subordinated Notes, shall) withdraw any such notice of redemption delivered pursuant to Section 9.2 at any time prior to 10:00 a.m. New York time on the Business Day immediately preceding the scheduled Redemption Date. In addition, the Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.3 in connection with a Tax Redemption if the conditions required hereunder for such redemption are not satisfied at any time prior to 10:00 a.m. New York time on the scheduled Redemption Date. The Issuer shall provide notice of any such withdrawal to the Holders of Partnership Preferred Securities at Rating Agency. The failure to effect any Optional Redemption which is withdrawn by the address of each such Holder appearing Issuer in the books and records of the Partnership. No defect in the Redemption Notice accordance with this Indenture or in the mailing thereof with respect to which a Refinancing fails to occur shall not constitute an Event of Default.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be given by the Co-Issuers or, upon an Issuer Order, by the Trustee in the name and at the expense of the Co-Issuers. Failure to give notice of redemption, or any defect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotesObligations .
(iie) In Unless Refinancing Proceeds are being used to redeem the event Secured NotesDebt in whole or in part, upon receipt of a notice of redemption of the Secured NotesDebt pursuant to Section 9.2(a) or Section 9.3, the Collateral Manager in its sole discretion shall direct the sale or sales (and the manner thereof) of all or part of the Collateral Obligations and other Assets in an amount sufficient such that fewer than the proceeds from such sale or sales and all other funds available for such purpose in the outstanding Partnership Preferred Securities are Collection Account and the Payment Account will be at least sufficient to pay the Redemption Prices of the Secured NotesDebt and to pay all amounts set forth in clauses (A) (without regard to the Administrative Expense Cap) and (B) of Section 11.1(a)(i), as more particularly set forth in Section 9.4(f) below. If such proceeds of such sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem all of the Secured NotesDebt and to pay such fees and expenses, the Secured NotesDebt may not be redeemed. The Collateral Manager, in its sole discretion, may effect the Partnership Preferred Securities sale or sales of all or any part of the Collateral Obligations or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation or other arrangement.
(f) Unless Refinancing Proceeds are being used to be redeemed shall be redeemed pro rata provided, thatredeem the Secured NotesDebt in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2 or 9.3, no Secured NotesDebt may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in booka form reasonably satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-entry only form term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) were rated, or guaranteed by DTC a Person whose short-term unsecured debt obligations were rated, at least “A-” by S&P on the applicable trade date or its nominee trade dates to purchase (directly or any successor Clearing Agency by participation or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, in accordance with DTC's customary procedures, the amount all or part of the interest of each Clearing Agency Participant Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all amounts set forth in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership clauses (A) if (without regard to the Partnership Preferred Securities are in book-entry only form with DTCAdministrative Expense Cap) and (B) of Section 11.1(a)(i), will deposit irrevocably with DTC funds sufficient to pay and redeem all of the Secured NotesDebt on the scheduled Redemption Date at the applicable Redemption Price Prices, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposeseach Collateral Obligation, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction product of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, its Principal Balance and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event its Market Value (provided that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Market Value shall not be determined pursuant to clause (iv) or (v) of the definition thereof) (expressed as a percentage of the par amount of such Collateral Obligation), shall exceed the sum of (x) the aggregate Redemption Prices of the Outstanding Secured NotesDebt and (y) all amounts set forth in clauses (A) (without regard to the Administrative Expense Cap) and (B) of Section 11.1(a)(i). Any certification delivered by the Collateral Manager pursuant to this Section 9.4(f) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(f). Any holder of Notes, the Collateral Manager or any of the Collateral Manager’s Affiliates or accounts managed by the Collateral Manager or any of its Affiliates shall have the right, subject to register or cause the same terms and conditions afforded to other bidders, to bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Supplemental Indenture (AB Private Credit Investors Corp)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred Securities a Majority of the Holders of the Subordinated Notes (with the consent of the Collateral Manager) required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 30 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service (or through the applicable procedures of DTC), postage prepaid, mailed not later than five Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Notes and the Rating Agencies, at such Holder’s address in the Register.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the date fixed Business Day specified in the notice;
(iv) the place or places where Notes are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which shall be the office or agency of the date Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed or prepaid, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption and the dates on which notices are given delivered pursuant to this Section 6.2(e)(i9.2 up to the second Business Day prior to the proposed Redemption Date by written notice to the Trustee.
(i) In the event that proceeds available to effect a scheduled redemption of the Secured Notes pursuant to Section 9.2(a)(i) will be insufficient to redeem all Classes of Secured Notes in full on the Redemption Date therefor and such shortfall is due solely to a delayed or failed settlement of any asset sale by the Issuer (or the Collateral Manager on the Issuer’s behalf), a Redemption Notice shall be deemed to be given the Issuer (or the Collateral Manager on the day Issuer’s behalf) may elect, subject to the conditions set forth below, to either (A) postpone the scheduled Redemption Date or (B) postpone the redemption date solely with respect to the most junior Class(es) of Secured Notes (the “Junior Redeemed Notes”) for up to ten Business Days (the postponed redemption date with respect to the Junior Redeemed Notes, the “Junior Notes Redemption Date”).
(ii) In connection with an election pursuant to clause (A) above, at least three Business Days (or such shorter period of time as the Collateral Manager finds reasonably acceptable) before any scheduled Redemption Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall, by written notice to the Trustee (who shall forward such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at Notes and the address Rating Agencies), elect to postpone such scheduled Redemption Date by up to 15 Business Days. Interest on the Secured Notes will accrue to but excluding such new Redemption Date.
(iii) In connection with an election pursuant to clause (B) above, the Issuer (or the Collateral Manager on its behalf) shall (A) deliver notice of such election to each Rating Agency and the Trustee (which shall forward such Holder appearing in notice to the books and records Holders of the Partnership. No defect Junior Redeemed Notes) not later than two Business Days prior to the original Redemption Date, which notice shall set forth the information specified in the Redemption Notice or in the mailing thereof Section 9.4(b) solely with respect to the Junior Redeemed Notes and the Junior Notes Redemption Date and shall constitute an amendment to the original notice of redemption and (B) deliver to the Trustee a certificate to the effect described in Section 9.4(e)(i) or (iii) with respect to both the Secured Notes to be redeemed on the original Redemption Date and the Junior Redeemed Notes to be redeemed on the Junior Notes Redemption Date. Interest on the Junior Redeemed Notes will accrue to but excluding the Junior Notes Redemption Date.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2 or 9.3, no Secured Notes may be optionally redeemed unless (i) subject to clause (c) above, at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in book-entry only a form by DTC or its nominee reasonably satisfactory to the Trustee (or any successor Clearing Agency or its nomineewhich may be in the form of a Responsible Officer’s certificate of the Collateral Manager), DTC will reducethat the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the applicable Class of Secured Notes on the scheduled Redemption Date at the applicable Redemption Prices, (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) the sum of the Market Value for each Collateral Obligation shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with the Priority of Payments, (iii) subject to clause (c) above, at least one Business Day before the scheduled Redemption Date, the Collateral Manager has furnished to the Trustee evidence in form reasonably satisfactory to the Trustee that the Collateral Manager (or an Affiliate or agent thereof) has priced but not yet closed another collateralized loan obligation transaction or similar transaction, the net proceeds of which will at least equal, in each case, an amount sufficient, together with the proceeds from the Eligible Investments (maturing on or prior to the scheduled Redemption Date) and (without duplication) any cash to be applied to such redemption and (without duplication) the aggregate amount of the interest expected proceeds from the sale of each Clearing Agency Participant the Assets and Eligible Investments not later than the Business Day immediately preceding the scheduled Redemption Date, (A) to pay all Administrative Expenses payable under the Priority of Payments (regardless of the Administrative Expense Cap), (B) to pay any accrued and unpaid Aggregate Collateral Management Fees and (C) to redeem such Notes in whole but not in part on the Partnership Preferred Securities scheduled Redemption Date at the applicable Redemption Prices or (iv) at least one Business Day before the scheduled Redemption Date, the Collateral Manager has furnished to the Trustee evidence in form reasonably satisfactory to the Trustee that the Issuer possesses adequate Interest Proceeds and Principal Proceeds to pay the amounts specified in clause (iii) above. Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Notes, the Collateral Manager or any of their Affiliates or accounts managed thereby or by their respective affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Assets to be redeemed; provided, that if, sold as a result part of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interestsan Optional Redemption or Tax Redemption.
(iiif) If the Partnership gives a Redemption Notice (which notice will Class or Classes of Secured Notes is redeemed in connection with a Refinancing in part by Class, Refinancing Proceeds, together with Partial Refinancing Interest Proceeds, and/or Contributions of Cash, shall be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority used to pay the Redemption Price in respect Price(s) of the Partnership Preferred Securities held through DTC in global form such Class or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price Classes of the amount of any such Partnership Preferred Securities and will give Secured Notes without regard to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders Priority of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionPayments.
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Redemption Procedures. (ia) Notice The Company shall, contemporaneously with the giving of any redemption notice of Partnership Preferred Securities Remarketing pursuant to Section 6.6 of the Declaration, furnish notice of Redemption to the Warrant Agent, which shall, within two (a "2) Business Days of receipt thereof, furnish notice of such Redemption Notice") will be given by to Holders of Definitive Warrants, and the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed Company shall request, not fewer later than 30 four nor more than 60 20 business days before prior to the date fixed for redemption. For purposes Remarketing Date, that DTC notify its Participants holding Warrants of the calculation Remarketing. The Company shall cause notice of such redemption to be published in a newspaper of general circulation in New York City, four business days prior to the Redemption Date. If the Company gives a notice of Redemption of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable)Warrants, then by 12:00 noon, New York City time, on the redemption dateRedemption Date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will Company shall deposit irrevocably with DTC funds consideration sufficient to pay the Warrant Value for all Book-Entry Warrants (other than Warrants held by persons electing to exercise their Warrants in lieu of a Redemption). If any Warrants are not represented by one or more Global Certificates, the Company shall irrevocably deposit with the Warrant Agent consideration sufficient to pay the applicable Redemption Price Warrant Value, and will shall give DTC the Warrant Agent irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give Warrant Value to the Paying Agent irrevocable instructions and authority to pay such amounts to the related Holders of Partnership Preferred Securities, upon surrender of their certificatesthe related Warrant Certificates. If notice of redemption shall have been given and consideration deposited or paid as required hereby, by checkthen, mailed immediately prior to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon5:00 p.m., New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or paymentDate, all rights of Holders of such Partnership Preferred Securities so called for redemption will shall cease, except the right of the Holders to receive the Warrant Value (or Common Stock if the related Holder elected to exercise such Holder's Warrant on or prior to 5:00 p.m., New York time, on the Redemption PriceDate), but without interest on such Redemption Priceand the Warrants shall cease to be outstanding.
(b) Notwithstanding anything herein to the contrary, and subject to applicable law, the Company and its subsidiaries may at any time, and from and after the date fixed for redemptiontime to time, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Daypurchase outstanding Warrants by tender, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemptionopen market or by private agreement. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.ARTICLE IV
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Samples: Warrant Agreement (Washington Mutual Capital Trust 2001)
Redemption Procedures. To require us to redeem shares of Series F Preferred Stock, a holder or estate of a holder, as applicable, must deliver a notice of redemption, by overnight delivery or by first class mail, postage prepaid to us at our principal executive offices. Each such notice must be an original, notarized copy and must state: (i1) Notice the name and address of the stockholder whose shares of Series F Preferred Stock are requested to be redeemed, (2) the number of shares of Series F Preferred Stock requested to be redeemed, (3) the name of the broker dealer who holds the shares of Series F Preferred Stock requested to be redeemed, the stockholder’s account number with such broker dealer and such broker dealer’s participant number for DTC and (4) in the case of a notice to redeem upon the death of a holder, a certified copy of the death certificate (and such other evidence that is satisfactory to us in our sole discretion) for the natural person who previously held the shares to be redeemed. If, as a result of the limitations described under “-Stockholder Redemption Option,” the optional redemption right has not been suspended or terminated but fewer than all shares for which a notice of redemption was delivered to us are to be redeemed, the number of shares to be redeemed will be pro rata based on the number of shares of Series F Preferred Stock for which each holder timely submitted a notice of redemption. If a Stockholder Redemption Date is also a Death Redemption Date, the limitations described under “-Stockholder Redemption Option” shall first be applied to any redemption requested upon the death of the holder and then to shares to be redeemed pursuant to the Stockholder Redemption Option. Upon any redemption of Partnership shares of Series F Preferred Securities Stock, the holder thereof will also be entitled to receive a sum equal to all accumulated and unpaid dividends on such shares to, but excluding, the applicable Stockholder Redemption Date or Death Redemption Date (unless such Stockholder Redemption Date or Death Redemption Date falls after a "dividend record date and on or prior to the corresponding dividend payment date, in which case each holder of shares of Series F Preferred Stock on such dividend record date will be entitled to the dividend payable on such shares on the corresponding dividend payment date, notwithstanding the redemption of such shares on or prior to such dividend payment date, and each holder of shares of Series F Preferred Stock that are redeemed on such Stockholder Redemption Notice"Date or Death Redemption Date will be entitled to the dividends, if any, occurring after the end of the dividend period to which such dividend payment date relates up to, but excluding, the Stockholder Redemption Date or Death Redemption Date, as the case may be). Upon the redemption of any shares of Series F Preferred Stock, such shares of Series F Preferred Stock will cease to be outstanding, dividends with respect to such shares of Series F Preferred Stock will cease to accumulate and all rights whatsoever with respect to such shares (except the right to receive the per share cash payment for the redeeming shares) will be given by terminate. We may suspend or terminate the Partnership by mail redemption program at any time in our sole discretion. Except in certain limited circumstances relating to each Holder maintaining our qualification as a REIT as described in “Restrictions on Ownership and Transfer,” we cannot redeem the Series F Preferred Stock prior to the later of Partnership (1) first anniversary of the Termination Date and (2) June 1, 2024. On and after the later of (1) first anniversary of the Termination Date and (2) June 1, 2024, at our sole option upon not less than 30 nor more than 60 days’ written notice, we may redeem shares of the Series F Preferred Securities Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus an amount equal to all accumulated and unpaid dividends on such shares to, but excluding, the date fixed for redemption, without interest. Holders of Series F Preferred Stock to be redeemed must then surrender such Series F Preferred Stock at the place designated in the notice. Upon surrender of the Series F Preferred Stock, the holders will be entitled to the redemption price. If notice of redemption of any shares of Series F Preferred Stock has been given and if we have deposited the funds necessary for such redemption with the paying agent for the benefit of the holders of any of the shares of Series F Preferred Stock to be redeemed, then from and after the redemption date, dividends will cease to accumulate on those shares of Series F Preferred Stock, those shares of Series F Preferred Stock will no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price. If less than all of the outstanding Series F Preferred Stock is to be redeemed, the Series F Preferred Stock to be redeemed will be selected (1) pro rata, (2) by lot or (3) by any other fair and equitable method that our board of directors may choose. Unless full cumulative dividends for all applicable past dividend periods on all shares of Series F Preferred Stock and any shares of stock that rank on parity with regards to dividends and upon liquidation have been or contemporaneously are declared and paid (or declared and a sum sufficient for payment set apart for payment), no shares of Series F Preferred Stock will be redeemed. In such event, we also will not fewer purchase or otherwise acquire directly or indirectly any shares of Series F Preferred Stock (except by exchange for our capital stock ranking junior to the Series F Preferred Stock as to dividends and upon liquidation). However, the foregoing will not prevent us from purchasing shares of Series F Preferred Stock pursuant to our charter, in order to ensure that we continue to meet the requirements for qualification as a REIT, or from acquiring shares of Series F Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series F Preferred Stock and any shares of stock that rank on parity with regards to dividends and upon liquidation. Upon listing, if any, of the Series F Preferred Stock on Nasdaq or another national securities exchange, so long as no dividends are in arrears, we will be entitled at any time and from time to time to repurchase shares of Series F Preferred Stock in open-market transactions duly authorized by the board of directors and effected in compliance with applicable laws. We will deliver a notice of redemption, by overnight delivery, by first class mail, postage prepaid or electronically to holders thereof, or request our agent, on behalf of us, to promptly do so by overnight delivery, by first class mail, postage prepaid or electronically. The notice will be provided not less than 30 nor more than 60 days before prior to the date fixed for redemption in such notice. Each such notice will state: (1) the date for redemption. For purposes ; (2) the number of Series F Preferred Stock to be redeemed; (3) the CUSIP number for the Series F Preferred Stock; (4) the applicable redemption price on a per share basis; (5) if applicable, the place or places where the certificate(s) for such shares are to be surrendered for payment of the calculation of price for redemption; (6) that dividends on the Series F Preferred Stock to be redeemed will cease to accumulate from and after such date of redemption; and (7) the applicable provisions of our charter under which such redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securitiesmade. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that If fewer than all the outstanding Partnership Preferred Securities shares held by any holder are to be redeemed, the Partnership notice delivered to such holder will also specify the number of Series F Preferred Securities Stock to be redeemed shall from such holder or the method of determining such number. We may provide in any such notice that such redemption is subject to one or more conditions precedent and that we will not be redeemed pro rata provided, that, required to effect such redemption unless each such condition has been satisfied at the time or times and in the event Partnership Preferred Securities are held manner specified in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant such notice. No defect in the Partnership Preferred Securities notice or delivery thereof will affect the validity of redemption proceedings, except as required by applicable law. If a redemption date falls after a record date and on or prior to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption corresponding dividend payment date, the Partnership (A) if the Partnership each holder of Series F Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to Stock at the close of business on that record date will be entitled to the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares before the dividend payment date, and the redemption price received by the holder on the redemption date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption$25.00 per share.
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Redemption Procedures. (a) In the event of any redemption pursuant to Section 9.2, the written direction of a Majority of the Subordinated Notes with the consent of the Collateral Manager, the U.S. Retention Sponsor and the EU/UK Retention Holder, or the written direction of the Collateral Manager with the consent of the U.S. Retention Sponsor and the EU/UK Retention Holder, as applicable, shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 10 Business Days (or such shorter period of time as the Trustee and (in the case of such direction delivered by a Majority of the Subordinated Notes) the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2, 9.3 or 9.8, a notice of redemption shall be provided by the Trustee not later than seven Business Days prior to the applicable Redemption Date, to each Holder of Debt, at such Holder’s address in the Notes Register and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Debt to be redeemed;
(iii) all of the Debt that is to be redeemed is to be redeemed in full and that interest on such Debt shall cease to accrue on the Payment Date specified in the notice; and
(iv) the place or places where Debt is to be surrendered for payment of the Redemption Prices, which shall be the Corporate Trust Office of the Trustee.
(c) The Issuer may (at the direction of the Collateral Manager) withdraw any notice of redemption delivered pursuant to Section 9.2 at any time prior to 10:00 a.m. New York time on the scheduled Redemption Date. In addition, the Issuer may withdraw any notice of Tax Redemption if the conditions required hereunder for such redemption are not satisfied at any time prior to 10:00 a.m. New York time on the scheduled Redemption Date. The Issuer shall provide notice of any such withdrawal to the Rating Agency and to the Trustee (who shall forward such notice to the applicable Holders).
(d) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will pursuant to Section 9.2, 9.3 or 9.8 shall be given by the Partnership Issuer or, upon an Issuer Order, by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes Trustee in the name and at the expense of the calculation Issuer. Failure to give notice of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i)redemption, a Redemption Notice shall be deemed to be given on the day such notice is first mailedor any defect therein, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderDebt.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Debt in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2, 9.3 or 9.8, no Secured Debt may be optionally redeemed unless (i) at least one Business Day before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee a certification, in booka form reasonably satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with (x) a financial or other institution or institutions or (y) a special purpose entity meeting all then-entry only form current bankruptcy-remoteness criteria of the Rating Agency to purchase (directly or by DTC participation or its nominee (or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption, Tax Redemption or Clean-Up Call Redemption prior to any distributions with respect to the Subordinated Notes, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class or Classes of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Debt on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class or Classes have elected to pay receive, where Holders of such Class or Classes have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class or Classes), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address Trustee that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or has priced but has not yet closed its securities offering), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) the aggregate Market Value of the relevant Holder appearing on Collateral Obligations shall exceed the books and records sum of (x) the aggregate Redemption Prices of the Partnership on applicable Class of Secured Debt (including, without limitation, any such amount that the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Aggregate Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption, except thatTax Redemption or Clean-Up Call Redemption, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Debt, the Collateral Manager, the U.S. Retention Sponsor, the EU/UK Retention Holder or any of their respective affiliates or accounts managed thereby or by any of their respective affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered sold as part of an Optional Redemption or Tax Redemption except that upon the transfer of election by the Collateral Manager, the Manager Purchase Option shall apply to any Partnership Preferred Securities which have been called for redemptionAssets sold in any such Optional Redemption or Tax Redemption.
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Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred Securities the Holders of the Subordinated Notes required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 45 days (unless a "Redemption Notice"shorter time period is reasonably acceptable to the Trustee) will prior to the Payment Date on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than nine Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Notes, at such Holder’s address in the Register and each Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the date fixed Payment Date specified in the notice;
(iv) the place or places where Notes are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which shall be the office or agency of the date Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.2 on any day up to and including the dates later of (x) the day on which notices are given pursuant the Collateral Manager is required to this deliver to the Trustee the sale agreement or agreements or certifications as described in Section 6.2(e)(i9.4(e), a Redemption Notice shall by written notice to the Trustee that the Collateral Manager will be deemed unable to be given on deliver the sale agreement or agreements or certifications described in Section 9.4(e) and Sections 12.1(b) and (g) and (y) the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to on which the Holders of Partnership Preferred Securities Notes are notified of such redemption in accordance with Section 9.4(a), at the address written direction of each such Holder appearing a Majority of the Subordinated Notes to the Trustee and the Collateral Manager.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the books name and records at the expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities of any redemption pursuant to Section 9.2 or 9.3, no Secured Notes may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in a form reasonably satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P and at least “P-1” by Moody’s to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, in accordance with DTC's customary procedures, the amount all or part of the interest Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of each Clearing Agency Participant the Administrative Expense Cap) and Collateral Management Fees payable in the Partnership Preferred Securities to be redeemed; provided, that ifconnection with such Optional Redemption or Tax Redemption, as a result of such pro rata redemptionapplicable, Holders would hold fractional interests in and redeem the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (or in the case of the Secured Notes, such other amount that the Holders of the Secured Notes have elected to pay receive, in the case of a Tax Redemption where Holders of the Secured Notes have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiesthe Secured Notes), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) for each Collateral Obligation, the product of its Market Value and its Applicable Advance Rate, shall exceed the sum of (x) the aggregate Redemption Prices (or in the case of the relevant Holder appearing on Secured Notes, such other amount that the books and records Holders of the Partnership on Secured Notes have elected to receive, in the redemption date; provided, however, that for so long as the Trust or the Property Trustee case of a Tax Redemption where Holders of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders Secured Notes have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of the Secured Notes) of the Secured Notes and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Collateral Management Fees payable in connection with such date will be made on Optional Redemption or Tax Redemption, as applicable. Any certification delivered by the next succeeding Business Day Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and without any interest in respect expected proceeds from, the sale (directly or by participation or other arrangement) of any such delayCollateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Notes, except thatthe Originator, if such Business Day falls in the next calendar yearCollateral Manager or any of their Affiliates or accounts managed thereby or by their respective affiliates shall have the right, such payment will be made on the immediately preceding Business Day in each case, with subject to the same force terms and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant conditions afforded to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulateother bidders, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
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Samples: Indenture (TICC Capital Corp.)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2 or 9.3, the written direction required thereby shall be provided to the Issuer, the Trustee and, if not directed by the Collateral Manager, the Collateral Manager not later than 15 days (or such shorter period of Partnership Preferred Securities time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the applicable Redemption Date (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a "Redemption Notice") will notice of redemption shall be given by not later than nine Business Days prior to the Partnership by mail applicable Redemption Date, to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before Notes, at such Holder’s address in the date fixed for redemption. For purposes of the calculation of the date of redemption Register and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed email to the Holders Rating Agency then rating a Class of Partnership Preferred Securities at the address Secured Notes. Failure to give notice of each such Holder appearing in the books and records of the Partnership. No redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder or beneficial owner of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) In the event Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities redeemed are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the Redemption Date specified in the notice;
(iv) the place or places where Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Co-Issuers to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed pro rata providedin full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Co-Issuers to be maintained as provided in Section 7.2.
(c) The Co-Issuers or a Majority of the Subordinated Notes may withdraw any such notice of redemption delivered pursuant to Section 9.2 or Section 9.3 on any day up to and including the day that is two Business Days prior to the scheduled Redemption Date. If the Co-Issuers so withdraw any notice of redemption delivered pursuant to Section 9.2 or Section 9.3 or are otherwise unable to complete a redemption of the Notes pursuant to Section 9.2 or Section 9.3, the proceeds received from the sale of any Collateral Obligations and other Assets sold in contemplation of such redemption may, during the Reinvestment Period, be reinvested in accordance with the Investment Criteria at the Collateral Manager’s sole discretion; provided that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedurescase of a Redemption Settlement Delay, the amount proceeds received from the sale of any Collateral Obligations and other Assets sold in contemplation of such redemption shall remain in the Collection Account until the earlier of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a new Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form Date or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionPayment Date.
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Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than five (5) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agencies.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Securities that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Notes shall cease to accrue on the date fixed Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which in the case of the date Notes shall be the Corporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee, that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemption and to the Rating Agencies. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agencies by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderSecurities.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatNotes in whole or in part, in the event Partnership Preferred Securities of any Optional Redemption or Tax Redemption, no Secured Notes may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that BOCIC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable, and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, BOCIC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Collateral Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Collateral Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Collateral Trustee by mail overnight delivery service, postage prepaid, mailed not later than fifteen (15) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Debt, at such Holder’s address in the Register, the Loan Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption DTC) and the dates Rating Agency. So long as any Listed Notes are listed on which notices are given pursuant to this Section 6.2(e)(i)TISE and so long as the guidelines of such exchange so require, a notice of any Optional Redemption, Clean-Up Call Redemption Notice or Tax Redemption shall be deemed to also be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership the Listed Notes by publication on TISE.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Secured Debt to be redeemed or prepaid, as applicable;
(iii) all of the Debt that is to be redeemed are to be redeemed or prepaid, as applicable, in full and that interest on such Secured Debt shall cease to accrue on the Payment Date specified in the notice; and
(iv) the place or places where Debt is to be surrendered for payment of the Redemption Prices, which in the case of the Secured Debt shall be the Corporate Trust Office of the Collateral Trustee and in the case of the Preferred Securities Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Collateral Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Collateral Trustee or the Loan Agent, as applicable, that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Debt are notified of such redemption in accordance with Section 9.4(a), at the address written direction of each a Majority of Preferred Shares to the Collateral Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Collateral Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such Holder appearing redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Collateral Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and any withdrawal thereof) pursuant to Section 9.2 or 9.3 shall be given to the Holders of Debt and the Rating Agency by the Issuer or, upon an Issuer Order, by the Collateral Trustee in the books name and records at the expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderDebt.
(iie) In the event that fewer than all the outstanding Partnership Preferred Securities Unless Refinancing Proceeds are being used to be redeemedredeem or prepay, as applicable, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Debt in whole or in part, in the event Partnership Preferred Securities are held in book-entry only form by DTC of any Optional Redemption or its nominee Tax Redemption, no Secured Debt may be optionally redeemed (or any successor Clearing Agency prepaid, as applicable) unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence in a form reasonably satisfactory to the Collateral Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or its nomineeagreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation or other arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem or prepay, as applicable, the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Debt on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Collateral Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that BOCIC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable, and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Debt, BOCIC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.1, the written direction of Partnership Preferred Securities a Majority of the Holders of the Subordinated Notes (and in the case of a "Redemption Notice"Refinancing, the consent of the Collateral Manager and the Retention Provider) will required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 10 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.1, a notice of redemption shall be given by the Partnership Issuer by mail to each Holder overnight delivery service (or through the applicable procedures of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(iDTC), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, mailed not later than 4 Business Days prior to Holders the applicable Redemption Date, to the Trustee, the Rating Agency and each Holder of Partnership Preferred SecuritiesNotes, at such Holder’s address in the Register. Each In addition, for so long as any Notes are listed on the Global Exchange Market of Euronext Dublin and so long as the guidelines of such exchange so require, notice of Optional Redemption Notice or Tax Redemption to the holders of such Notes shall also be given by publication on Euronext Dublin via the Companies Announcement Office.
(b) All notices of redemption delivered pursuant to Section 9.3(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that are to be redeemed are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the Business Day specified in the notice;
(iv) the place or places where Notes are to be surrendered for payment of the Redemption Prices, which shall be addressed the office or agency of the Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.1 up to the Holders Business Day prior to the proposed Redemption Date by written notice to the Trustee. The Issuer shall provide KBRA notice of Partnership Preferred Securities any withdrawal.
(d) Notice of redemption pursuant to Section 9.1 or 9.2 shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred Securities a Majority of the Holders of the Subordinated Notes (and in the case of a "Redemption Notice"Refinancing, the consent of the Collateral Manager and the U.S. Retention Provider) will required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 10 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service (or through the applicable procedures of DTC), postage prepaid, mailed not later than four Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Notes, at such Holder's address in the Register.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the date fixed Business Day specified in the notice;
(iv) the place or places where Notes are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which shall be the office or agency of the date Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption and the dates on which notices are given delivered pursuant to this Section 6.2(e)(i), a 9.2 up to the Business Day prior to the proposed Redemption Date by written notice to the Trustee. The Issuer shall provide Fitch notice of any withdrawal.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be deemed to be given on by the day such notice is first mailedIssuer or, upon an Issuer Order, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2 or 9.3, no Secured Notes may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in book-entry only a form by DTC or its nominee reasonably satisfactory to the Trustee (or any successor Clearing Agency or its nomineewhich may be in the form of a certificate of a Responsible Officer of the Collateral Manager), DTC will reducethat the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions to purchase (directly or by participation, merger or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the applicable Class of Secured Notes on the scheduled Redemption Date (and after giving effect to payment on any applicable Redemption Distribution Date) at the applicable Redemption Prices (or, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, (B) the Market Value of each Collateral Obligation, (C) any Contributions in Cash and (D) other amounts available for redemption shall exceed the sum of (x) the aggregate Redemption Prices (or in the case of any Class of Secured Notes, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the interest Redemption Price that would otherwise be payable to the Holders of such Class) of the applicable Class of Secured Notes and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each Clearing Agency Participant case, as applicable and in accordance with the Partnership Preferred Securities Priority of Payments (after giving effect to payments on any Redemption Distribution Date). Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation, merger or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Notes, the Collateral Manager or any of their Affiliates or accounts managed thereby or by their respective Affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Assets to be redeemed; provided, that if, sold as a result part of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interestsan Optional Redemption or Tax Redemption.
(iiif) If the Partnership gives a Redemption Notice (which notice will Class or Classes of Secured Notes is redeemed in connection with a Refinancing in part by Class, Refinancing Proceeds, together with Partial Refinancing Interest Proceeds, and/or Contributions of Cash, shall be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority used to pay the Redemption Price Price(s) of such Class or Classes of Secured Notes without regard to the Priority of Payments. In addition, in respect connection with a Refinancing pursuant to which all Classes of Secured Notes are being refinanced, the Collateral Manager may, without the consent of any Person, including any Holder, designate Principal Proceeds up to the Excess Par Amount as of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts related Determination Date as Interest Proceeds for payment to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing Subordinated Notes on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption dateRedemption Date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect Notice of any such delay), except that, if such Business Day falls in the next calendar year, such payment designation will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant provided to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, Trustee (with copies to the extent that payment of such interest is legally available, from Collateral Administrator and each Rating Agency) on or before the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionrelated Determination Date.
Appears in 1 contract
Redemption Procedures. (i) Notice of any redemption of Partnership the Preferred Securities Interests (a "Redemption NoticeNotice of Redemption") will shall be irrevocable and shall be given by the Partnership Company by mail to each Holder of Partnership Preferred Securities facsimile transmission to be redeemed followed by U.S. mail not fewer than 30 ten (10) Business Days nor more than 60 30 calendar days before prior to the date fixed for redemptionredemption thereof to EEX Capital and the Preferred Members. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i9.4(d)(i), a Notice of Redemption Notice shall be deemed to be given on the day such notice is first mailed, transmitted by facsimile (with receipt confirmed orally) with a copy mailed by first-class U.S. mail, postage prepaid, to Holders the Preferred Members. A Notice of Partnership Preferred Securities. Each Redemption Notice shall be transmitted and addressed to the Holders of Partnership Preferred Securities Members at the facsimile number and address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other HolderCompany.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives Company issues a Redemption Notice (which notice will be irrevocable)of Redemption, then then, by 12:00 noon, New York City time, on the date fixed for redemption dateof shares, EEX Capital will deposit into the Partnership (A) if Collection Account an amount representing that portion of principal on the Partnership Preferred Securities are in book-entry only form EEX Capital Subordinated Note, which, together with DTCaccrued and unpaid interest thereon, will deposit irrevocably with DTC funds be an amount sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of for the Partnership Preferred Securities held through DTC in global form or (B) if Interests to be redeemed. The Company shall immediately and irrevocably deposit such funds on the Partnership Preferred Securities are held in certificated form, will deposit with date fixed for redemption into the Paying Agent, Collection Account and such funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give shall be paid to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, Members before 1:00 p.m. New York City time, time on the redemption such date. For these purposes, the applicable If a Notice of Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionshave been given and funds irrevocably deposited as required, then immediately prior to the close of business on the date of such deposit or paymentdeposit, all rights of Holders of such Partnership the Preferred Securities Members with respect to the Preferred Interests so called for redemption will cease, cease except the right of the Holders Preferred Members to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership the Preferred Securities Interests is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day which is a Business Day (and without with any interest or other payment in respect of any such delay), except that, that if such Business Day falls in the next calendar yearmonth, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemptionDay. In the event that payment of the Redemption Price is improperly withheld or refused and not paid either by either the Partnership or the Company or by EEX Capital or EEX (pursuant to the Partnership GuaranteeGuaranty Agreement), Distributions Dividends on the Partnership Preferred Securities Interests called for Redemption redemption (including any Additional Dividends) will continue to accumulate, to accumulate at the extent that payment of such interest is legally availablethen applicable rate, from the original redemption date until to the date that the Redemption Price is actually paidpaid and the Preferred Members may exercise all of their rights under this Agreement. The Partnership Any partial redemption under Section 9.4(b) shall not be required allocated pro rata among the Preferred Members in accordance with the percentage equal to register or cause to be registered the transfer number of any Partnership shares of Preferred Securities which have been called for redemptionInterests held by such Preferred Member over the total number of issued and outstanding shares of Preferred Interests.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Enserch Exploration Inc /Tx/)
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Collateral Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Collateral Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Collateral Trustee by mail overnight delivery service, postage prepaid, mailed not later than fifteen (15) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Debt to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes (or prepaid, as applicable);
(iii) all of the calculation Securities that are to be redeemed are to be redeemed (or prepaid, as applicable)in full and that interest on such Debt shall cease to accrue on the Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for payment of the date Redemption Prices, which in the case of the Debt shall be the Corporate Trust Office of the Collateral Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Collateral Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Collateral Trustee or the Loan Agent, as applicable, that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Collateral Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Collateral Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Collateral Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Collateral Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderDebt.
(iie) In Unless Refinancing Proceeds are being used to redeem (or prepay, as applicable) the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatDebt in whole or in part, in the event Partnership Preferred Securities are held in book-entry only form by DTC of any Optional Redemption or its nominee Tax Redemption, no Secured Debt may be optionally redeemed (or any successor Clearing Agency prepaid, as applicable) unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence in a form reasonably satisfactory to the Collateral Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or its nomineeagreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation or other arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that ifand redeem (or prepay, as a result applicable) the applicable Class of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Debt on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Collateral Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that ORCC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, ORCC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Notes in exchange for, the Securities (a "Redemption Redemption/Distribution Notice") ), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 20 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of or the date of final maturity of the Notes. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Preferred Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital Securities shall relate, in the case of any Capital Security redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital Securities which has been or is to be redeemed.
(c) Subject to the Trust's fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership Preferred then (i) with respect to Capital Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon2:00 p.m., New York City time, on the redemption datedate (provided that the Note Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption or maturity of the Notes), the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Capital Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securitiesthe Capital Securities and (ii) with respect to Securities not represented by one or more Global Securities (provided that the Note Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption or maturity of the Notes), upon surrender the Paying Agent will pay the relevant Redemption Price to the Holders of their certificates, such Securities by check, check mailed to the address of the relevant Holder appearing on the books and records register of the Partnership Trust on the redemption date; provided. If any date fixed for redemption of Securities is not a Business Day, howeverthen payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, that if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for so long as redemption. If payment of the Trust Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Property Trustee of or by the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds Sponsor as guarantor pursuant to the Holder by 12:00 NoonGuarantee, New York City timeDistributions on such Securities will continue to accrue at the then applicable rate from the original redemption date to the actual date of payment, on in which case the actual payment date will be considered the date fixed for redemption datefor purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accrue on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Note Issuer or its subsidiaries may at any time and from time to time purchase outstanding Capital Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Redemption Procedures. (i) Notice of any redemption of Preferred Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Preferred Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Preferred Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Preferred Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Preferred Partnership Preferred Securities are to be redeemed, the Preferred Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Preferred Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Preferred Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Preferred Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Preferred Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Preferred Partnership Preferred Securities held through DTC in global form or (B) if the Preferred Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Preferred Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Preferred Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Preferred Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. [For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. .] Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Preferred Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Preferred Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Preferred Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Preferred Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Preferred Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Samples: Limited Partnership Agreement (Txu Europe Funding I L P)
Redemption Procedures. (i) Notice In the event of any redemption of Partnership shares of the Preferred Securities Stock pursuant to this Article FOURTH, written notice of such redemption (a "Redemption Notice") will shall be given by the Partnership by mail Corporation to each Holder the holders of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before record of such securities at such holders' addresses as the date fixed for redemption. For purposes same appear on the stock register of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailedCorporation, by first-class certified or registered mail, postage prepaid; provided, however, that neither the failure to Holders of Partnership Preferred Securities. Each give a Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No nor any defect in the Redemption Notice or in the mailing thereof with respect to any Holder therein shall affect the validity of the proceeding for the redemption proceedings with respect of any shares of the Preferred Stock except as to any other Holderthe holder to whom the Corporation has failed to give a Redemption Notice or except as to the holder whose Redemption Notice was defective. Each such Redemption Notice shall state (w) the proposed date of such redemption (the "Redemption Date"); (x) the number of shares of the Preferred Stock owned by the stockholder receiving such notice; (y) the Redemption Price for such shares; and (z) the place where certificates for such shares are to be surrendered for payment of such redemption price.
(ii) In Upon surrender of the event that fewer than all certificates representing the outstanding Partnership Preferred Securities are to be redeemedStock in accordance with the Redemption Notice, the Partnership Preferred Securities to be redeemed such shares shall be redeemed pro rata provided, that, in by the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, Corporation at the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, applicable Redemption Price as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interestsprovided for herein.
(iii) If Unless the Partnership gives a Corporation shall default in providing moneys at the time and place specified for the payment of the Redemption Price as aforesaid, all rights of the holders of the Preferred Stock as stockholders (other than the right to receive the Redemption Price as aforesaid) shall cease from and after the Mandatory Redemption Date or the Redemption Date fixed in the Redemption Notice, as the case may be. The Corporation shall have the right, on the date on which the Redemption Notice (which notice will be irrevocable)has been given as above provided or any subsequent date prior to the Mandatory Redemption Date or the Redemption Date, then by 12:00 noonas the case may be, to deposit in trust with a commercial bank located in New York City time, on with assets in excess of $1,000,000,000 an amount equal to the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable aggregate Redemption Price of the amount shares of the Preferred Stock to be redeemed and in the event of such deposit, notwithstanding that any certificates for shares of the Preferred Stock so called for redemption shall not have been surrendered for cancellation, all rights of the holders of shares of the Preferred Stock to be redeemed shall cease from and after the date of such deposit, other than the right to receive the Redemption Price as aforesaid. Any moneys deposited by the Corporation pursuant to the preceding paragraph which shall not be required for such redemption because of the exercise of any such Partnership Preferred Securities and will give right subsequent to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or paymentshall be returned to the Corporation forthwith. Any interest accrued on any funds so deposited shall belong to the Corporation and be paid to it from time to time. Any funds so deposited and unclaimed at the end of four years from the Redemption Date, all rights shall be paid to the Corporation, after which repayment the holders of Holders shares of such Partnership the Preferred Securities Stock so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant shall look only to the Partnership GuaranteeCorporation for the payment thereof, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionwithout interest.
Appears in 1 contract
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than five (5) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than ten (10) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Debt, at such Holder’s address in the Register, the Loan Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Secured Debt to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes or prepaid, as applicable;
(iii) all of the calculation Debt that is to be redeemed are to be redeemed or prepaid, as applicable, in full and that interest on such Secured Debt shall cease to accrue on the Payment Date specified in the notice; and
(iv) the place or places where Debt is to be surrendered for payment of the date Redemption Prices, which in the case of the Secured Debt shall be the Corporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee or the Loan Agent, as applicable, that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Debt are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities Debt and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderDebt.
(iie) In the event that fewer than all the outstanding Partnership Preferred Securities Unless Refinancing Proceeds are being used to be redeemedredeem or prepay, as applicable, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Debt in whole or in part, in the event Partnership Preferred Securities are held in book-entry only form by DTC of any Optional Redemption or its nominee Tax Redemption, no Secured Debt may be optionally redeemed (or any successor Clearing Agency prepaid, as applicable) unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or its nomineeagreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation or other arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem or prepay, as applicable, the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Debt on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that OBDC III has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable, and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register sale (directly or cause to be registered the transfer by participation or other arrangement) of any Partnership Preferred Securities which have been called for redemption.Collateral Obligations and/or Eligible Investments and (2) all calculations required by this
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp III)
Redemption Procedures. (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemp- tion Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant Partic- ipant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably irrevoca- bly with DTC funds sufficient to pay the applicable Redemption Redemptixx Price and will give DTC irrevocable instructions and authority to pay the Redemption Redemp- tion Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities Securi- ties are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing ap- pearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon10:00 a.m., New York City time, on the redemption date. For these purposespur- poses, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Redemp- tion Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ultramar Diamond Shamrock Corp)
Redemption Procedures. (i) Notice of At least 30 calendar days and not more than 60 calendar days prior to the date fixed for any redemption of Partnership Preferred Securities Series E Preferred, written notice (a "Redemption Notice") will be given by the Partnership Company by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders each holder of Partnership record of Series E Preferred Securities. Each Redemption Notice shall be addressed to on the Holders of Partnership Preferred Securities record date fixed for such redemption by the Board at such holder's address as it appears on the address of each such Holder appearing in the stock books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect Company, provided that no failure to give such notice nor any Holder shall deficiency therein will affect the validity of the procedure for redemption proceedings with respect of any shares of Series E Preferred except as to any other Holder.the holder or holders to whom the Company has failed to give such notice or whose notice was defective. The Redemption Notice will state:
(i) the redemption price;
(ii) whether all or fewer than all of the outstanding shares of Series E Preferred are to be redeemed and the total number of shares of Series E Preferred being redeemed;
(iii) the date fixed for redemption by the Board, which date will occur within the applicable redemption period specified in clause (a) above (the "Redemption Date");
(iv) the place or places and manner in which the holder is to surrender his or her certificate(s) to the Company; and
(v) that dividends on the shares of Series E Preferred to be redeemed will cease to accumulate on the Redemption Date unless the Company defaults on the redemption price. Upon surrender of the certificate(s) representing shares of Series E Preferred that are the subject of redemption pursuant to Section 2.5.6(a), duly endorsed (or otherwise in proper form for transfer, as determined by the Company), in the manner and at the place designated in the Redemption Notice and on the Redemption Date, the full redemption price for such shares will be paid in cash to the person or entity whose name appears on such certificate(s) as the owner thereof, and each surrendered certificate will be canceled and retired. In the event that fewer than all of the outstanding Partnership Preferred Securities shares represented by any one certificate are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice new certificate will be irrevocable), then by 12:00 noon, New York City time, on issued representing the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionunredeemed shares.
Appears in 1 contract
Samples: Loan Agreement (Malibu Entertainment Worldwide Inc)
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuers, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than fifteen (15) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Securities that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Notes shall cease to accrue on the date fixed Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which in the case of the date Notes shall be the Corporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities of any Optional Redemption or Tax Redemption, no Secured Note may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that ORCC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, ORCC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Capital Corp)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred Securities a Majority of the Subordinated Notes (and in the case of a "Redemption Notice"Refinancing, the consent of the Collateral Manager and the U.S. Retention Provider) will shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 10 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service (or through the applicable procedures of DTC), postage prepaid, mailed not later than 4 Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Notes, at such Holder’s address in the Register.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that is to be redeemed not fewer than 30 nor more than 60 days before is to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the date fixed Business Day specified in the notice;
(iv) the place or places where Notes are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which shall be the office or agency of the date Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption and the dates on which notices are given delivered pursuant to this Section 6.2(e)(i), a 9.2 up to the Business Day prior to the proposed Redemption Date by written notice to the Trustee.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be deemed to be given on by the day such notice is first mailedIssuer or, upon an Issuer Order, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of each Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2 or 9.3, no Secured Notes may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in book-entry only a form by DTC or its nominee reasonably satisfactory to the Trustee (or any successor Clearing Agency or its nomineewhich may be in the form of a certificate of a Responsible Officer of the Collateral Manager), DTC will reducethat the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “F1” by Fitch to purchase (directly or by participation, merger or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the applicable Class of Secured Notes on the scheduled Redemption Date (and after giving effect to payment on any applicable Redemption Distribution Dates) at the applicable Redemption Prices (or, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) the Market Value of each Collateral Obligation is expected to exceed the sum of (x) the aggregate Redemption Prices (or in the case of any Class of Secured Notes, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the interest Redemption Price that would otherwise be payable to the Holders of such Class) of the applicable Class of Secured Notes and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each Clearing Agency Participant case, as applicable and in accordance with the Partnership Preferred Securities Priority of Payments (after giving effect to payments on any Redemption Distribution Date). Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation, merger or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any Holder of Notes, the Collateral Manager or any of their Affiliates or accounts managed thereby or by any of their respective Affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Assets to be redeemed; provided, that if, sold as a result part of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interestsan Optional Redemption or Tax Redemption.
(iiif) If the Partnership gives a Redemption Notice (which notice will Class or Classes of Secured Notes are redeemed in connection with a Refinancing in part by Class, Refinancing Proceeds, together with Partial Refinancing Interest Proceeds, and/or Contributions of Cash, shall be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority used to pay the Redemption Price in respect Price(s) of the Partnership Preferred Securities held through DTC in global form such Class or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price Classes of the amount of any such Partnership Preferred Securities and will give Secured Notes without regard to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders Priority of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionPayments.
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Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the direction of Partnership Preferred Securities the Collateral Manager shall be provided to the Issuer and the Trustee not later than 15 days (or such shorter period of time as the Collateral Manager and the Trustee find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such direction). In the event of any redemption pursuant to Section 9.2 or 9.3, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service (or through the applicable procedures of DTC), postage prepaid, mailed not later than five Business Days (or such shorter period of time as the Trustee finds reasonably acceptable) prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Secured Debt, at such Holder’s address in the Register or Loan Register, as applicable, and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Secured Debt to be redeemed;
(iii) all of the Secured Debt that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Secured Debt shall cease to accrue on the date fixed Business Day specified in the notice; and
(iv) the place or places where Notes or notes evidencing the Class A-L Loans are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which shall be the office or agency of the date Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption and the dates on which notices are given delivered pursuant to this Section 6.2(e)(i)9.2 up to the Business Day prior to the proposed Redemption Date by written notice to the Trustee. At least two Business Days before any scheduled Redemption Date, a Redemption Notice the Issuer (or the Collateral Manager on behalf of the Issuer) may, by written notice to the Trustee (who shall be deemed to be given on the day forward such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities Secured Debt and the Rating Agency), elect to postpone such scheduled Redemption Date by up to 15 Business Days.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Secured Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderSecured Debt.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Debt in whole or in part, in the event Partnership Preferred Securities are held in book-entry only form by DTC of any redemption pursuant to Section 9.2 or its nominee 9.3, no Secured Debt may be optionally redeemed unless (i) at least three Business Days (or any successor Clearing Agency or its nomineesuch shorter period of time as the Collateral Manager and the Trustee find reasonably acceptable) before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in a form reasonably satisfactory to the Trustee (which may be in the form of a Responsible Officer’s certificate of the Collateral Manager), DTC will reducethat the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the applicable Class of Secured Debt on the scheduled Redemption Date at the applicable Redemption Prices, (ii) prior to selling any Collateral Obligations and/or Eligible Investments pursuant to Section 12.1, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of expected proceeds from the sale of Eligible Investments for each Collateral Obligation shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with the Priority of Payments, (iii) at least one Business Day before the scheduled Redemption Date, the Collateral Manager has furnished to the Trustee evidence in form reasonably satisfactory to the Trustee that the Collateral Manager (or an Affiliate or agent thereof) has priced but not yet closed another collateralized loan obligation transaction or similar transaction, the net proceeds of which will at least equal, in each case, an amount sufficient, together with the proceeds from the Eligible Investments (maturing on or prior to the scheduled Redemption Date) and (without duplication) any cash to be applied to such redemption and (without duplication) the aggregate amount of the interest expected proceeds from the sale of each Clearing Agency Participant the Assets and Eligible Investments not later than the Business Day immediately preceding the scheduled Redemption Date, (A) to pay all Administrative Expenses payable under the Priority of Payments (regardless of the Administrative Expense Cap), (B) to pay any accrued and unpaid Aggregate Collateral Management Fees and (C) to redeem such Secured Debt in whole but not in part on the Partnership Preferred Securities scheduled Redemption Date at the applicable Redemption Prices or (iv) at least one Business Day before the scheduled Redemption Date, the Collateral Manager has furnished to the Trustee evidence in form reasonably satisfactory to the Trustee that the Issuer possesses adequate Interest Proceeds and Principal Proceeds to pay the amounts specified in clause (iii) above. Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Secured Debt, the Collateral Manager or any of their Affiliates or accounts managed thereby or by their respective affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Assets to be redeemed; provided, sold as part of an Optional Redemption or Tax Redemption except that if, as upon the election by the Collateral Manager (with the prior written consent of a result Majority of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred SecuritiesInterests), the General Partner may adjust the amount of the interest of each Holder Manager Purchase Option shall apply to be redeemed to avoid any Assets sold in any such fractional interestsOptional Redemption or Tax Redemption.
(iiif) If the Partnership gives a Redemption Notice (which notice will Class or Classes of Secured Debt are redeemed in connection with a Refinancing in part by Class, Refinancing Proceeds, together with Partial Refinancing Interest Proceeds, and/or Contributions of Cash, shall be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority used to pay the Redemption Price in respect Price(s) of the Partnership Preferred Securities held through DTC in global form such Class or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price Classes of the amount of any such Partnership Preferred Securities and will give Secured Debt without regard to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders Priority of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionPayments.
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Redemption Procedures. (ia) Notice In the event of any an Optional Redemption or a Partial Redemption by Refinancing, the written direction of the Issuer or the Portfolio Manager, as applicable, required as set forth herein shall be provided to the Co-Issuer, the Trustee and, if applicable, the Portfolio Manager not later than ten (10) Business Days prior to the Business Day (or such shorter time period agreed to by the Issuer, the Trustee and the Portfolio Manager, not to be less than 5 Business Days) on which such redemption is to be made (which date shall be designated in such notice) and a notice of Partnership Preferred Securities (a "Redemption Notice") will redemption shall be given by the Partnership by mail Trustee not later than five (5) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Notes to be redeemed, at such Holder’s address in the Register, and to each Rating Agency. In addition, for so long as any Notes are listed on the Cayman Islands Stock Exchange and so long as the guidelines of such exchange so require, notice of redemption pursuant to Section 9.2 or 9.3 shall also be given to the Cayman Islands Stock Exchange.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Price of the Notes to be redeemed;
(iii) in the case of an Optional Redemption, that all of the Notes are to be redeemed not fewer in full and that interest on such Notes shall cease to accrue on the Redemption Date specified in the notice;
(iv) in the case of a Partial Redemption by Refinancing, the Classes of Notes to be redeemed in full and that interest on such Notes shall cease to accrue on the Redemption Date specified in the notice; and
(v) the place or places where Notes are to be surrendered for payment of the Redemption Price, which shall be the Corporate Trust Office of the Trustee.
(c) Any notice of redemption may be withdrawn (thereby canceling the redemption) by (x) the Portfolio Manager or (y) the Issuer, with the consent of the Portfolio Manager (to the extent applicable), in each case, for any reason by delivery of a written notice to the Trustee and the Co-Issuers no later than 30 nor more than 60 days one (1) Business Day before the date fixed for redemptionproposed Redemption Date. For purposes Once withdrawn, a subsequent notice of redemption may be given in accordance with this Section 9.4. At the cost of the calculation Co-Issuers, the Trustee shall provide a copy of such written notice to the Rating Agency.
(d) If any notice of redemption is so withdrawn or if the Co-Issuers (or the Portfolio Manager, on behalf of the date Co-Issuers) are otherwise unable to complete any redemption of the Notes, the Sale Proceeds (if any) received from the sale of any Collateral Obligations and other Assets sold pursuant to Section 9.2 may, during or after the Reinvestment Period at the Portfolio Manager’s sole discretion, be reinvested in accordance with the Investment Criteria; provided that reinvestment of such Sale Proceeds after the Reinvestment Period shall only be permitted if such notice of redemption and the dates on which notices are given pursuant to was withdrawn in accordance with this Section 6.2(e)(i), a Redemption Indenture.
(e) Notice of redemption shall be deemed to be given by the Co-Issuers (or the Portfolio Manager on the day such notice is first mailedtheir behalf) or, upon an Issuer Order, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipCo-Issuers. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(f) In connection with a Refinancing of all Classes of Notes in full, with the approval of the Issuer and the Portfolio Manager, the agreements relating to the refinancing may, without limitation, (i) effect an extension of the end of the Reinvestment Period, (ii) establish a non-call period for the replacement obligations or other financial arrangements issued or entered into in connection with such Refinancing, (iii) modify the Weighted Average Life Test, (iv) provide for a stated maturity of the replacement notes or loans or other financial arrangements issued or entered into in connection with such Refinancing that is later than the Stated Maturity of the Notes or (v) make any other amendments that would otherwise be subject to the consent rights of the Notes.
(g) In connection with a Refinancing of all Classes of Notes, after payment of the event that fewer than Redemption Prices of all such Classes of Notes on the outstanding Partnership Preferred Securities are to be redeemedrelated Redemption Date (and any applicable costs and expenses in connection therewith, as set forth in Section 9.2), the Partnership Preferred Securities Issuer and the Portfolio Manager may agree (without the consent of any Person, including any Holder) to be redeemed designate Principal Proceeds in an amount up to the Excess Par Amount as Interest Proceeds (such designated amount, the “Designated Excess Par”), and direct the Trustee to apply such Designated Excess Par on such Redemption Date as Interest Proceeds in accordance with the Priority of Distributions.
(h) If a Refinancing or Partial Redemption by Refinancing is obtained meeting the requirements specified in Section 9.2 (in the case of an Optional Redemption) and Section 9.3 (in the case of a Partial Redemption by Refinancing) as certified by the Portfolio Manager, the Co-Issuers and the Trustee shall amend this Indenture (which amendment shall be redeemed pro rata providedprepared by or on behalf of the Issuer) to the extent necessary to reflect the terms of the Refinancing or Partial Redemption by Refinancing, thatas applicable, and no further consent for or notices of such amendments shall be required from or to the Holders of Notes. Notwithstanding any other requirement or obligation relating to any supplement or amendment to this Indenture pursuant to Article VIII, the Co-Issuers and the Trustee may, from time to time, enter into an amendment or indenture supplemental hereto (A) in connection with a Partial Redemption by Refinancing, so long as the only modifications to this Indenture are (i) to reduce the interest rate on such Class(es) of Notes being refinanced and (ii) to reflect the terms of such Refinancing, including any necessary changes to the definition of “Non-Call Period” or “Redemption Price”, to limit or prohibit future Re-Pricings or Refinancings or to reflect any agreed upon make-whole payments, in each case, of the Class(es) of Notes subject to such Partial Redemption by Refinancing and (B) in connection with an Optional Redemption of the Notes in whole, and, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount case of the interest of each Clearing Agency Participant in the Partnership Preferred Securities a supplemental indenture entered into pursuant to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred of this sentence, (x) no notice to, or consent from, any Holder or beneficial owner of Securities are held in certificated formor any Rating Agency, will deposit with be required for the Paying Agent, funds sufficient to pay the applicable Redemption Price entry into such supplemental or amended indenture and (y) no Opinion of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust Counsel or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date certificate will be made on required for the next succeeding Business Day (and without any interest entry into such supplemental or amended indenture other than as required in respect of any such delaythis Section 9.4(h), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trustee shall not be required obligated to register enter into any amendment that, in its view, adversely affects its duties, obligations, liabilities or cause protections hereunder, and the Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel as to matters of law (which may be registered supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the transfer judgment of any Partnership Preferred Securities which counsel delivering such Opinion of Counsel) to the effect that such amendment is authorized and permitted under this Indenture (except that such counsel shall have been called for redemptionno obligation to certify or opine as to the sufficiency of the Refinancing Proceeds or the application thereof).
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Redemption Procedures. (i) Notice of any redemption of Preferred Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer less than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred SecuritiesHolders. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Preferred Partnership Preferred Securities are to be redeemed, the Preferred Partnership Preferred Securities to be redeemed shall be redeemed pro rata providedor pursuant to the rules of any securities exchange on which the Preferred Partnership Securities are then listed, provided that, in the event Preferred Partnership Securities are distributed to holders of the Preferred Trust Securities are held of record in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Preferred Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Preferred Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Preferred Partnership Preferred Securities are in book-entry only form with represented by global certificates held by DTC, will irrevocably deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Preferred Partnership Preferred Securities held through DTC in global form or (B) if the Preferred Partnership Preferred Securities are held in certificated form, will irrevocably deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Preferred Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred SecuritiesHolders, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Preferred Partnership Preferred Securities, payment of cash shall be made by wire transfer in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Preferred Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Preferred Partnership Preferred Securities will not accumulate Distributions in respect of Preferred Entitlements or bear interest. In the event that any date fixed for redemption of Preferred Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions in respect of Preferred Entitlements on the Preferred Partnership Preferred Securities called for Redemption redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Samples: Limited Partnership Agreement (Txu Europe Funding I L P)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred Securities the Holders of the Subordinated Notes required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 45 days (unless a "Redemption Notice"shorter time period is reasonably acceptable to the Trustee) will prior to the Payment Date on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than nine Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Notes, at such Holder’s address in the Register and each Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the date fixed Payment Date specified in the notice;
(iv) the place or places where Notes are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which shall be the office or agency of the date Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.2 on any day up to and including the dates later of (x) the day on which notices are given pursuant the Collateral Manager is required to this deliver to the Trustee the sale agreement or agreements or certifications as described in Section 6.2(e)(i9.4(e), a Redemption Notice shall by written notice to the Trustee that the Collateral Manager will be deemed unable to be given on deliver the sale agreement or agreements or certifications described in Section 9.4(e) and Sections 12.1(b) and (g) and (y) the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to on which the Holders of Partnership Preferred Securities Notes are notified of such redemption in accordance with Section 9.4(a), at the address written direction of each such Holder appearing a Majority of the Subordinated Notes to the Trustee and the Collateral Manager.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the books name and records at the expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole, in the event Partnership Preferred Securities of any redemption pursuant to Section 9.2 or 9.3, no Secured Notes may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in a form reasonably satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P and at least “P-1” by Moody’s to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, in accordance with DTC's customary procedures, the amount all or part of the interest Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of each Clearing Agency Participant the Administrative Expense Cap) and Collateral Management Fees payable in the Partnership Preferred Securities to be redeemed; provided, that ifconnection with such Optional Redemption or Tax Redemption, as a result of such pro rata redemptionapplicable, Holders would hold fractional interests in and redeem the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (or in the case of any Class of Secured Notes, such other amount that the Holders of such Class have elected to pay receive, in the case of an Optional Redemption or Tax Redemption where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; providedTrustee that, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposesits judgment, the applicable aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) for each Collateral Obligation, the product of its Market Value and its Applicable Advance Rate, shall exceed the sum of (x) the aggregate Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction Prices (or in the case of any Class of Secured Notes, such other amount that the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except in the right case of the an Optional Redemption or Tax Redemption where Holders of such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) of the next succeeding Business Day Secured Notes and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect connection with such Optional Redemption or Tax Redemption, as applicable. Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any such delayCollateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Notes, except thatthe Transferor, if such Business Day falls in the next calendar yearCollateral Manager or any of their Affiliates or accounts managed thereby or by their respective affiliates shall have the right, such payment will be made on the immediately preceding Business Day in each case, with subject to the same force terms and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant conditions afforded to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulateother bidders, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture (TICC Capital Corp.)
Redemption Procedures. (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption NoticeREDEMPTION NOTICE") will be given by the General Partner on behalf of the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata rata, provided, thathowever, that in the event Partnership Preferred Securities are registered in the name of and held in book-entry only form of record by DTC or its nominee (or any successor Clearing Agency Depository or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Depository Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the General Partner on behalf of the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global book-entry only form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, Agent funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate accrue Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day (without any reduction in interest on other amounts in respect of any such early payment), in each case, case with the same force and effect as if made on such the date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company HEI pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption redemption will continue to accumulate, to the extent that payment of such interest Distributions is legally availablepermissible, at the then applicable rate from the original redemption date until the Redemption Price is actually paid, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hei Preferred Funding L P)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2 or 9.3, the written direction required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 30 days (or such shorter period of Partnership Preferred Securities time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the applicable Redemption Date (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a "Redemption Notice") will notice of redemption shall be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, mailed not later than four Business Days prior to Holders the applicable Redemption Date to each Holder of Partnership Preferred Securities. Each Notes at such Holder’s address in the Register and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Notice Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that are to be redeemed are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the Redemption Date specified in the notice;
(iv) whether the Secured Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where Secured Notes are to be surrendered for payment of the Redemption Prices, which shall be addressed the office or agency of the Co-Issuers to be maintained as provided in Section 7.2; and
(v) whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Co-Issuers to be maintained as provided in Section 7.2.
(c) The Issuer may (or if directed by a Majority of the Subordinated Notes, shall) withdraw any such notice of redemption delivered pursuant to Section 9.2 at any time prior to 10:00 a.m. New York time on the Business Day immediately preceding the scheduled Redemption Date. In addition, the Issuer may withdraw any such notice of redemption delivered pursuant to Section 9.3 in connection with a Tax Redemption if the conditions required hereunder for such redemption are not satisfied at any time prior to 10:00 a.m. New York time on the scheduled Redemption Date. The Issuer shall provide notice of any such withdrawal to the Holders of Partnership Preferred Securities at Rating Agency. The failure to effect any Optional Redemption which is withdrawn by the address of each such Holder appearing Issuer in the books and records of the Partnership. No defect in the Redemption Notice accordance with this Indenture or in the mailing thereof with respect to which a Refinancing fails to occur shall not constitute an Event of Default.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be given by the Co-Issuers or, upon an Issuer Order, by the Trustee in the name and at the expense of the Co-Issuers. Failure to give notice of redemption, or any defect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event Secured Notes in whole or in part, upon receipt of a notice of redemption of the Secured Notes pursuant to Section 9.2(a) or Section 9.3, the Collateral Manager in its sole discretion shall direct the sale or sales (and the manner thereof) of all or part of the Collateral Obligations and other Assets in an amount sufficient such that fewer than the proceeds from such sale or sales and all other funds available for such purpose in the outstanding Partnership Preferred Securities are Collection Account and the Payment Account will be at least sufficient to pay the Redemption Prices of the Secured Notes and to pay all amounts set forth in clauses (A) (without regard to the Administrative Expense Cap) and (B) of Section 11.1(a)(i), as more particularly set forth in Section 9.4(f) below. If such proceeds of such sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem all of the Secured Notes and to pay such fees and expenses, the Secured Notes may not be redeemed. The Collateral Manager, in its sole discretion, may effect the Partnership Preferred Securities sale or sales of all or any part of the Collateral Obligations or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation or other arrangement.
(f) Unless Refinancing Proceeds are being used to be redeemed shall be redeemed pro rata provided, thatredeem the Secured Notes in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2 or 9.3, no Secured Notes may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in booka form reasonably satisfactory to the Trustee, that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-entry only form term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) were rated, or guaranteed by DTC a Person whose short-term unsecured debt obligations were rated, at least “A-” by S&P on the applicable trade date or its nominee trade dates to purchase (directly or any successor Clearing Agency by participation or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, in accordance with DTC's customary procedures, the amount all or part of the interest of each Clearing Agency Participant Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all amounts set forth in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership clauses (A) if (without regard to the Partnership Preferred Securities are in book-entry only form with DTCAdministrative Expense Cap) and (B) of Section 11.1(a)(i), will deposit irrevocably with DTC funds sufficient to pay and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Price Prices, or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposeseach Collateral Obligation, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction product of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, its Principal Balance and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event its Market Value (provided that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Market Value shall not be determined pursuant to clause (iv) or (v) of the definition thereof) (expressed as a percentage of the par amount of such Collateral Obligation), shall exceed the sum of (x) the aggregate Redemption Prices of the Outstanding Secured Notes and (y) all amounts set forth in clauses (A) (without regard to the Administrative Expense Cap) and (B) of Section 11.1(a)(i). Any certification delivered by the Collateral Manager pursuant to this Section 9.4(f) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(f). Any holder of Notes, the Collateral Manager or any of the Collateral Manager’s Affiliates or accounts managed by the Collateral Manager or any of its Affiliates shall have the right, subject to register or cause the same terms and conditions afforded to other bidders, to bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership distribution of either Company Preferred Securities or Non-Cumulative Capital Securities in exchange for, the Trust Securities (a "Redemption “Redemption/Distribution Notice"”) (which notice will be irrevocable) will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Trust Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Company Preferred Securities. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i)8.04, a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred SecuritiesHolders. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities Holder at the address of each such Holder appearing in the books and records of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that fewer than all the outstanding Partnership Preferred Trust Securities are to be redeemed, the Partnership Preferred Trust Securities to be redeemed shall be redeemed pro rata providedPro Rata from each Holder or pursuant to the rules of any securities exchange on which the Trust Preferred Securities are then listed, provided that, in the event Partnership respect of Trust Preferred Securities are registered in the name of and held in book-entry only form of record by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures) or any nominee, the amount distribution of the interest proceeds of such redemption will be made to each Clearing Agency Participant (or Person on whose behalf such nominee holds such securities) in accordance with the Partnership Preferred procedures applied by such agency or nominee.
(c) If Trust Securities are to be redeemed; providedredeemed and the Trust gives a Redemption/Distribution Notice, that if, as and if the Company or the Guarantor has paid to the Property Trustee a result sufficient amount of such pro rata redemption, Holders would hold fractional interests cash in connection with the Partnership related redemption of Company Preferred Securities, then (A) while the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable)Trust Preferred Securities are in book-entry only form, then by 12:00 noon9:00 am, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, Property Trustee will irrevocably deposit irrevocably with DTC or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Trust Preferred Securities and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership the Trust Preferred Securities, upon surrender and (B) with respect to Trust Preferred Securities issued in definitive form and Trust Common Securities, the Property Trustee will pay the relevant Redemption Price to the Holders of their certificates, such Trust Securities by check, check mailed to the address of the relevant Holder appearing on the books and records of the Partnership Trust on the redemption date; provided. If a Redemption/Distribution Notice shall have been given and funds deposited as required, howeverif applicable, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds then immediately prior to the Holder by 12:00 Noonclose of business on the date of such deposit, New York City time, or on the redemption date, as applicable, Distributions will cease to accumulate on the Trust Securities so called for redemption and all rights of Holders will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price. If any date fixed for redemption of Trust Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day (without any reduction in interest or other payments in respect of such early payment). If payment of the Redemption Price in respect of any Trust Securities is improperly withheld or refused and not paid either by the Property Trustee or by the Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accumulate at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Trust Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Trust Securities will not accumulate Distributions or bear interest. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Regular Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Trust Securities which that have been called for redemption.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Guarantor or its subsidiaries may at any time and from time to time purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Redemption Procedures. (ia) Notice of any redemption of, or notice of distribution of Partnership Preferred Securities in exchange for, the Trust Securities (a "Redemption Redemption/Distribution Notice") will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Trust Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Partnership Preferred Securities. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i)8.3, a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Trust Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Trust Securities at the address of each such Holder appearing in the books and records of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that fewer than all the outstanding Partnership Preferred Trust Securities are to be redeemed, the Partnership Preferred Trust Securities to be redeemed shall be redeemed pro rata providedto the extent practicable Pro Rata from each Holder of Trust Securities, provided that, in the event Partnership respect of Trust Preferred Securities are registered in the name of and held in book-entry only form of record by DTC or its nominee (or any successor Clearing Agency Depository or its nominee), DTC the distribution of the proceeds of such redemption will reduce, be made to each Depository Participant (or Person on whose behalf such nominee holds such securities) in accordance with DTC's customary procedures, the amount procedures applied by DTC or such Depository or nominee. The Trust may not redeem fewer than all of the interest outstanding Trust Preferred Securities unless all accumulated and unpaid Distributions (including Compounded Distributions) have been paid on all Trust Preferred Securities for all quarterly distribution periods terminating on or prior to the date of each Clearing Agency Participant in redemption.
(c) If Trust Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Partnership Preferred Securities to be redeemed; provided, that if, are redeemed as a result of such pro rata redemption, Holders would hold fractional interests set out in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice this Section 8.3 (which notice will be irrevocable), then (A) while the Trust Preferred Securities are in book-entry only form, by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, Property Trustee will deposit irrevocably with DTC or its nominee (or successor Depository or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Trust Preferred Securities and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of to the Partnership Trust Preferred Securities held through DTC in global form or Beneficial Owners, and (B) if the Partnership with respect to Trust Preferred Securities are held issued in certificated formform and Trust Common Securities, the Property Trustee will deposit with the Paying Agent, funds sufficient to pay the applicable relevant Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, such Trust Securities by check, check mailed to the address of the relevant Holder appearing on the books and records of the Partnership Trust on the redemption date; provided. If a Redemption/Distribution Notice shall have been given and funds deposited as required, howeverif applicable, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds then immediately prior to the Holder by 12:00 Noonclose of business on the date of such deposit, New York City time, or on the redemption date, as applicable, distributions will cease to accumulate on the Trust Securities so called for redemption and all rights of Holders of such Trust Securities will cease, except the right of the Holders of such Trust Securities to receive the Redemption Price, but without interest on such Redemption Price and, from and after the date fixed for redemption, such Trust Securities will not accumulate Distributions or bear interest. If any date fixed for redemption of Trust Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day (without any reduction in interest or other payments in respect of such early payment), in each case with the same force and effect as if made on such date. If payment of the Redemption Price in respect of any Trust Securities is improperly withheld or refused and not paid either by the Property Trustee or by the Sponsor pursuant to the Trust Preferred Securities Guarantee, Distributions on such Trust Securities will continue to accumulate at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of Neither the foregoing conditions, then immediately prior to Regular Trustees nor the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Trust Securities which that have been called for redemption.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Company or its subsidiaries may at any time and from time to time purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Redemption Procedures. (i) Notice In the event we elect to redeem Series A Preferred Stock, the notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail mailed to each Holder holder of Partnership record of Series A Preferred Securities to be redeemed Stock called for redemption at such holder’s address as it appears on our stock transfer records, not fewer less than 30 nor more than 60 days before prior to the date fixed redemption date, and will state the following: ● the redemption date; ● the number of shares of Series A Preferred Stock to be redeemed; ● the redemption price; ● the place or places where certificates (if any) for redemption. For purposes the Series A Preferred Stock are to be surrendered for payment of the calculation redemption price; and ● that dividends on the shares to be redeemed will cease to accumulate on the redemption date. If less than all of the date of redemption and the dates on which notices Series A Preferred Stock held by any holder are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on redeemed, the day notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. No failure to give such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No or any defect in the Redemption Notice thereto or in the mailing thereof with respect to any Holder shall affect the validity of the proceedings for the redemption proceedings with respect of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. Holders of Series A Preferred Stock to be redeemed shall surrender the Series A Preferred Stock at the place designated in the notice of redemption and shall be entitled to the redemption price and any accumulated and unpaid dividends payable upon the redemption following the surrender. If notice of redemption of any shares of Series A Preferred Stock has been given and if we have irrevocably set aside the funds necessary for redemption in trust for the benefit of the holders of the shares of Series A Preferred Stock so called for redemption, then from and after the redemption date (unless default shall be made by us in providing for the payment of the redemption price plus accumulated and unpaid dividends, if any), dividends will cease to accrue on those shares of Series A Preferred Stock, those shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights of the holders of those shares will terminate, except the right to receive the redemption price plus accumulated and unpaid dividends, if any, payable upon redemption. If any redemption date is not a business day, then the redemption price and accumulated and unpaid dividends, if any, payable upon redemption may be paid on the next business day and no interest, additional dividends or other Holder.
(ii) In sums will accrue on the event amount payable for the period from and after that fewer redemption date to that next business day. If less than all of the outstanding Partnership Series A Preferred Securities are Stock is to be redeemed, the Partnership Series A Preferred Securities Stock to be redeemed shall be redeemed selected pro rata provided(as nearly as may be practicable without creating fractional shares) or by any other equitable method we determine. In connection with any redemption of Series A Preferred Stock, thatwe shall pay, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or cash, any successor Clearing Agency or its nominee)accumulated and unpaid dividends to, DTC will reducebut not including, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, unless a redemption date falls after a dividend record date and prior to the Partnership (A) if corresponding dividend payment date, in which case each holder of Series A Preferred Stock at the Partnership Preferred Securities are close of business on such dividend record date shall be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares before such dividend payment date. Except as provided above, we will make no payment or allowance for unpaid dividends, whether or not in book-entry only form with DTCarrears, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect on shares of the Partnership Series A Preferred Securities held through DTC in global form Stock to be redeemed. Unless full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods, no shares of Series A Preferred Stock shall be redeemed unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and we shall not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give except by exchanging it for our capital stock ranking junior to the Paying Agent irrevocable instructions and authority to pay such amounts Series A Preferred Stock as to the Holders payment of Partnership Preferred Securitiesdividends and distribution of assets upon liquidation, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption datedissolution or winding up); provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price foregoing shall not include Distributions which are being paid prevent the purchase or acquisition by us of shares of Series A Preferred Stock pursuant to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit purchase or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be exchange offer made on the next succeeding Business Day (and without any interest in respect same terms to holders of any such delay)all outstanding shares of Series A Preferred Stock. Subject to applicable law, except that, if such Business Day falls we may purchase shares of Series A Preferred Stock in the next calendar yearopen market, such payment will by tender or by private agreement. Any shares of Series A Preferred Stock that we acquire may be made on the immediately preceding Business Day in each caseretired and reclassified as authorized but unissued shares of preferred stock, with the same force without designation as to class or series, and effect may thereafter be reissued as if made on such date fixed for redemption. In the event that payment any class or series of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionpreferred stock.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Collateral Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Collateral Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Collateral Trustee by mail overnight delivery service, postage prepaid, mailed not later than fifteen (15) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Debt to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes or prepaid, as applicable;
(iii) all of the calculation Securities that are to be redeemed are to be redeemed or prepaid, as applicable, in full and that interest on such Debt shall cease to accrue on the Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for payment of the date Redemption Prices, which in the case of the Debt shall be the Corporate Trust Office of the Collateral Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Collateral Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Collateral Trustee or the Loan Agent, as applicable, that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Collateral Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Collateral Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Collateral Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Collateral Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderDebt.
(iie) In the event that fewer than all the outstanding Partnership Preferred Securities Unless Refinancing Proceeds are being used to be redeemedredeem or prepay, as applicable, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatDebt in whole or in part, in the event Partnership Preferred Securities are held in book-entry only form by DTC of any Optional Redemption or its nominee Tax Redemption, no Secured Debt may be optionally redeemed (or any successor Clearing Agency prepaid, as applicable) unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence in a form reasonably satisfactory to the Collateral Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or its nomineeagreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation or other arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem or prepay, as applicable, the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Debt on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Collateral Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that ORCIC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable, and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, ORCIC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture and Security Agreement (Owl Rock Core Income Corp.)
Redemption Procedures. (ia) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed The Issuer shall provide not fewer less than 30 nor more than 60 days 45 Scheduled Trading Days’ written notice before a redemption date relating to a Provisional Redemption under Section 16.01, in each case, to the date fixed for redemption. For purposes of Trustee, the calculation of Exchange Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and each Holder (each, a “Redemption Notice” and the date of redemption and any such Redemption Notice, the dates on which notices are given pursuant to this Section 6.2(e)(i), a “Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
Date”) (ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with written notice to the same force Trustee no less than seven calendar days (or such shorter period as agreed by the Trustee) prior to the sending of such redemption notice in the event the Trustee is engaged by the Issuer to send such notice or cause such notice to be sent, in each case, in the Issuer’s name and effect at the Issuer’s expense). Any Notes redeemed by the Issuer shall be paid for in cash. The Redemption Date must be a Business Day.
(b) If, in the case of a Provisional Redemption, the Issuer decides to redeem fewer than all of the outstanding Notes, the Notes to be redeemed will be selected according to DTC’s applicable procedures, in the case of Notes represented by a Global Note, or, in the case of Physical Notes, the Trustee shall select Notes to be redeemed pro rata, by lot or such other method as if made on the Trustee shall deem fair and appropriate. If the Trustee selects a portion of a Holder’s Notes for partial redemption and such date fixed Holder exchanges a portion of such Notes, the exchanged portion will be deemed to be from the portion selected for redemption. In the event that payment of any redemption in part, the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Issuer shall not be required to register or cause to be registered the transfer of or exchange any Partnership Preferred Securities which have been called Note so selected for redemption, in whole or in part, except the unredeemed portion of any such Note being redeemed in part. No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the redemption date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price with respect to such Notes).
(c) No sinking fund is provided for the Notes.
Appears in 1 contract
Redemption Procedures. (ia) Notice The Company shall give at least 20 calendar days’ but not more than 60 calendar days’ notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Holders (the “Redemption Notice”). The Redemption Notice shall identify the Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in state:
(i) the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.Date;
(ii) In the event redemption price;
(iii) the name and address of the Paying Agent;
(iv) that fewer than all the outstanding Partnership Preferred Securities are called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(v) that interest on the Securities called for redemption ceases to accrue on and after the Redemption Date; and
(vi) that Securities called for redemption may only be redeemedconverted until the Close of Business on the Business Day immediately preceding the Redemption Date; provided, that at the Company’s request provided to the Trustee at least 25 calendar days prior to the Redemption Date, together with a complete form of the Redemption Notice, the Partnership Preferred Trustee may give the Redemption Notice in the Company’s name and at its expense.
(b) If the Company does not redeem all of the Securities, the Trustee will select the Securities to be redeemed shall be redeemed in principal amounts of $1,000 or multiples thereof by lot, on a pro rata provided, that, basis or by any other method that the Trustee considers fair and appropriate or in accordance with the event Partnership Preferred applicable procedures of the Depository to the extent Securities are held in book-entry only form by DTC or its nominee (or form. If any successor Clearing Agency or its nominee), DTC will reduce, Securities are to be redeemed in accordance with DTC's customary procedurespart only, the Company shall issue a new Security or Securities with a principal amount equal to the unredeemed principal portion thereof. If a portion of the interest of each Clearing Agency Participant in the Partnership Preferred a Holder’s Securities to be redeemed; provided, that if, as a result of such pro rata is selected for partial redemption, Holders would hold fractional interests in and the Partnership Preferred Holder converts a portion of its Securities, the General Partner may adjust the amount of the interest of each Holder converted portion will be deemed to be redeemed to avoid such fractional intereststaken from the portion selected for redemption.
(iiic) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds Paying Agent holds Cash sufficient to pay the applicable redemption price of the Securities for which a Redemption Price and will give DTC irrevocable instructions and authority to pay Notice has been delivered on the Redemption Price Date in respect accordance with the terms of this Section 3.02, then, on and after the Partnership Preferred Redemption Date, the Securities held through DTC in global form will cease to be outstanding and interest on such Securities shall cease to accrue, whether or (B) if not the Partnership Preferred Securities are held in certificated form, will deposit with delivered to the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or paymentThereafter, all rights of Holders the Holder shall terminate, other than the right to receive the redemption price upon delivery of the Securities.
(d) The Company shall not redeem Securities on any date if the principal amount of the Securities has been accelerated and such Partnership Preferred acceleration has not been rescinded, on or prior to such date.
(e) Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.
(f) Securities so called for redemption will cease, except are convertible by the right Holder until the Close of Business on the Holders to receive Business Day immediately preceding the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionDate.
Appears in 1 contract
Samples: Indenture (Evergreen Energy Inc)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred Securities a Majority of the Holders of the Subordinated Notes (and in the case of a "Redemption Notice"Refinancing, the consent of the Collateral Manager and the U.S. Retention Provider) will required thereby shall be provided to the Issuer, the Collateral Trustee, the Loan Agent and the Collateral Manager not later than 10 days (or such shorter period of time as the Collateral Trustee, the Loan Agent and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by the Partnership by mail Collateral Trustee not later than four (4) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Debt, at such Hxxxxx's address in the Register.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Debt to be redeemed;
(iii) all of the Secured Debt that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Secured Debt shall cease to accrue on the date fixed Business Day specified in the notice;
(iv) the place or places where Debt is to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which shall be the office or agency of the date Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Debt is being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption and the dates on which notices are given delivered pursuant to this Section 6.2(e)(i), a 9.2 up to the Business Day prior to the proposed Redemption Date by written notice to the Collateral Trustee.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be deemed to be given on by the day such notice is first mailedIssuer or, upon an Issuer Order, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities Collateral Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNote.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Debt in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2 or 9.3, no Secured Debt may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee and the Loan Agent evidence, in book-entry only a form by DTC or its nominee reasonably satisfactory to the Collateral Trustee and the Loan Agent (or any successor Clearing Agency or its nomineewhich may be in the form of a certificate of a Responsible Officer of the Collateral Manager), DTC will reducethat the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions to purchase (directly or by participation, merger or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the applicable Class of Secured Debt on the scheduled Redemption Date (and after giving effect to payment on any applicable Redemption Distribution Dates) at the applicable Redemption Prices (or, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee and the Loan Agent that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, (B) the Market Value of each Collateral Obligation, (C) any Contributions in Cash and (D) other amounts available for redemption is expected to exceed the sum of (x) the aggregate Redemption Prices (or in the case of any Class of Secured Debt, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the interest Redemption Price that would otherwise be payable to the Holders of such Class) of the applicable Class of Secured Debt and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each Clearing Agency Participant case, as applicable and in accordance with the Partnership Preferred Securities Priority of Payments (after giving effect to payments on any Redemption Distribution Date). Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation, merger or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any Holder of Debt, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Assets to be redeemed; provided, that if, sold as a result part of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interestsan Optional Redemption or Tax Redemption.
(iiif) If the Partnership gives a Redemption Notice (which notice will Class or Classes of Secured Debt is redeemed in connection with a Refinancing in part by Class, Refinancing Proceeds, together with Partial Refinancing Interest Proceeds, and/or Contributions of Cash, shall be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority used to pay the Redemption Price Price(s) of such Class or Classes of Secured Debt without regard to the Priority of Payments. In addition, in respect connection with a Refinancing pursuant to which all Classes of Secured Debt are being refinanced, the Collateral Manager may, without the consent of any Person, including any Holder, designate Principal Proceeds up to the Excess Par Amount as of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts related Determination Date as Interest Proceeds for payment to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing Subordinated Notes on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption dateRedemption Date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect Notice of any such delay), except that, if such Business Day falls in the next calendar year, such payment designation will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant provided to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, Collateral Trustee (with copies to the extent that payment of such interest is legally available, from Collateral Administrator and the original redemption date until Rating Agency) on or before the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionrelated Determination Date.
Appears in 1 contract
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Junior Subordinated Notes in exchange for, the Securities (a "Redemption Redemption/Distribution Notice") ), which notice shall be irrevocable, will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of or the date of final maturity of the Junior Subordinated Notes. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i7.4(a), a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that If fewer than all the outstanding Partnership Securities are to be so redeemed, the Common Securities and the Trust Preferred Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Trust Preferred Securities to be redeemed will be redeemed as described in Section 7.4(c) below. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Securities shall relate, in the case of any Trust Preferred Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Trust Preferred Securities which has been or is to be redeemed.
(c) Subject to the Trust's fulfillment of the notice requirements set forth in Section 7.4(a) above, if Securities are to be redeemed, the Partnership then (i) with respect to Trust Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form represented by DTC one or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred more Global Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption datedate (provided that the Junior Subordinated Note Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption or maturity of the Junior Subordinated Notes), the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Trust Preferred Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership the Trust Preferred SecuritiesSecurities and (ii) with respect to Securities not represented by one or more Global Securities (provided that the Junior Subordinated Note Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption or maturity of the Junior Subordinated Notes), upon surrender the Paying Agent will pay the relevant Redemption Price to the Holders of their certificates, such Securities by check, check mailed to the address of the relevant Holder appearing on the books and records register of the Partnership Trust on the redemption date; provided. If any date fixed for redemption of Securities is not a Business Day, howeverthen payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, that for so long as if such Business Day is in the Trust next succeeding calendar year, such payment shall be made on the next preceding day which is a Business Day. If payment of the Redemption Price in respect of any Securities is improperly withheld or refused and not paid either by the Property Trustee of or by the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds Sponsor as guarantor pursuant to the Holder by 12:00 NoonGuarantee, New York City timeDistributions on such Securities will continue to accrue at the then applicable rate from the original redemption date to the actual date of payment, on in which case the actual payment date will be considered the date fixed for redemption datefor purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsIf a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accrue on the Securities called for redemption and all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Administrative Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Junior Subordinated Note Issuer or its subsidiaries may at any time and from time to time purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Redemption Procedures. (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer Not less than 30 20 nor more than 60 days before prior to the date fixed for redemption. For purposes Redemption Date, a written notice specifying the time and place of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders the holders of Partnership record of the shares of Series B Preferred Securities. Each Redemption Notice Stock to be redeemed at their respective addresses as the same shall be addressed appear on the books of the Corporation, calling upon each holder of record to surrender to the Holders of Partnership Preferred Securities Corporation on the Redemption Date at the address of each such Holder appearing place designated in the books and records notice his certificate or certificates representing all the shares of the PartnershipSeries B Preferred Stock owned by such holder. No Neither failure to mail such notice, nor any defect in the Redemption Notice therein or in the mailing thereof with respect thereof, to any Holder particular holder shall affect the sufficiency of the notice or the validity of the proceedings for redemption proceedings with respect to any the other Holderholders. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice. On or after the Redemption Date, each holder of shares of Series B Preferred Stock to be redeemed shall present and surrender its certificate or certificates for such shares to the Corporation at the place designated in the redemption notice, and thereupon the redemption price of the shares shall be paid to or on the order of the person whose name appears on such certificate or certificates as the owner thereof in immediately available funds, and each surrendered certificate shall be canceled.
(ii) In If a notice of redemption has been given pursuant to this Section 4 and if, on or before the event Redemption Date, the funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the Series B Preferred Stock, then, notwithstanding that fewer than all any certificates for such shares have not been surrendered for cancellation, on the outstanding Partnership date that funds for the redemption of the Series B Preferred Securities Stock are actually paid to the holders thereof (the “Payment Date”), dividends shall cease to accrue on the shares of Series B Preferred Stock at the close of business on the Payment Date and the holders of such shares shall cease to be redeemedstockholders with respect to those shares, shall have no interest in or claims against the Partnership Preferred Securities Corporation by virtue thereof and shall have no voting or other rights with respect thereto, except the right to receive the moneys payable upon such redemption upon surrender of their certificates, and the shares evidenced thereby shall be deemed to be redeemed no longer outstanding. Any interest accrued on funds so deposited shall be redeemed pro rata provided, that, in paid to the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities Corporation from time to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional intereststime.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient Corporation shall fail to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay deliver any or all of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing a holder on the books and records of the Partnership on the redemption date; providedPayment Date, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment portion of the Redemption Price payable on to such date will be made on holder hereunder shall accrue interest at the next succeeding Business Day (and without any interest in respect rate of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date 14% per annum until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Samples: Securities Purchase Agreement (BioSig Technologies, Inc.)
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than five (5) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption DTC) and the dates Rating Agency. So long as any Listed Notes are listed on which notices are given pursuant to this Section 6.2(e)(i)TISE and so long as the guidelines of such exchange so require, a notice of any Optional Redemption, Clean-Up Call Redemption Notice or Tax Redemption shall be deemed to also be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership the Listed Notes by publication on TISE.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed or prepaid, as applicable;
(iii) all of the Securities that are to be redeemed are to be redeemed or prepaid, as applicable, in full and that interest on such Notes shall cease to accrue on the Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for payment of the Redemption Prices, which in the case of the Notes shall be the Corporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee, that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the address written direction of each a Majority of Preferred Shares to the Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such Holder appearing redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and any withdrawal thereof) pursuant to Section 9.2 or 9.3 shall be given to the Holders of Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the books name and records at the expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In the event that fewer than all the outstanding Partnership Preferred Securities Unless Refinancing Proceeds are being used to be redeemedredeem or prepay, as applicable, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatNotes in whole or in part, in the event Partnership Preferred Securities are held in book-entry only form by DTC of any Optional Redemption or its nominee Tax Redemption, no Secured Notes may be optionally redeemed (or any successor Clearing Agency prepaid, as applicable) unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or its nomineeagreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation or other arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem or prepay, as applicable, the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that OBDC II has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable, and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, OBDC II, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Capital Corp II)
Redemption Procedures. (i) Notice In the event we elect to redeem Series A Preferred Stock, the notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail mailed to each Holder holder of Partnership record of Series A Preferred Securities to be redeemed Stock called for redemption at such holder’s address as it appear on our stock transfer records, not fewer less than 30 nor more than 60 days before prior to the date fixed redemption date, and will state the following: ● the redemption date; ● the number of shares of Series A Preferred Stock to be redeemed; ● the redemption price; ● the place or places where certificates (if any) for redemption. For purposes the Series A Preferred Stock are to be surrendered for payment of the calculation redemption price; ● that dividends on the shares to be redeemed will cease to accumulate on the redemption date; ● whether such redemption is being made pursuant to the provisions described above under “—Optional Redemption” or “—Special Optional Redemption”; and ● if applicable, that such redemption is being made in connection with a Change of Control and, in that case, a brief description of the date transaction or transactions constituting such Change of redemption and Control. If less than all of the dates on which notices Series A Preferred Stock held by any holder are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on redeemed, the day notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. No failure to give such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No or any defect in the Redemption Notice thereto or in the mailing thereof with respect to any Holder shall affect the validity of the proceedings for the redemption proceedings with respect of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. Holders of Series A Preferred Stock to be redeemed shall surrender the Series A Preferred Stock at the place designated in the notice of redemption and shall be entitled to the redemption price and any accumulated and unpaid dividends payable upon the redemption following the surrender. If notice of redemption of any shares of Series A Preferred Stock has been given and if we have irrevocably set aside the funds necessary for redemption in trust for the benefit of the holders of the shares of Series A Preferred Stock so called for redemption, then from and after the redemption date (unless default shall be made by us in providing for the payment of the redemption price plus accumulated and unpaid dividends, if any), dividends will cease to accrue on those shares of Series A Preferred Stock, those shares of Series A Preferred Stock shall no longer be deemed outstanding and all rights of the holders of those shares will terminate, except the right to receive the redemption price plus accumulated and unpaid dividends, if any, payable upon redemption. If any redemption date is not a business day, then the redemption price and accumulated and unpaid dividends, if any, payable upon redemption may be paid on the next business day and no interest, additional dividends or other Holder.
(ii) In sums will accrue on the event amount payable for the period from and after that fewer redemption date to that next business day. If less than all of the outstanding Partnership Series A Preferred Securities are Stock is to be redeemed, the Partnership Series A Preferred Securities Stock to be redeemed shall be redeemed selected pro rata provided(as nearly as may be practicable without creating fractional shares) or by any other equitable method we determine. In connection with any redemption of Series A Preferred Stock, thatwe shall pay, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or cash, any successor Clearing Agency or its nominee)accumulated and unpaid dividends to, DTC will reducebut not including, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, unless a redemption date falls after a dividend record date and prior to the Partnership (A) if corresponding dividend payment date, in which case each holder of Series A Preferred Stock at the Partnership Preferred Securities are close of business on such dividend record date shall be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares before such dividend payment date. Except as provided above, we will make no payment or allowance for unpaid dividends, whether or not in book-entry only form with DTCarrears, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect on shares of the Partnership Series A Preferred Securities held through DTC in global form Stock to be redeemed. Unless full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods, no shares of Series A Preferred Stock shall be redeemed unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed and we shall not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give except by exchanging it for our capital stock ranking junior to the Paying Agent irrevocable instructions and authority to pay such amounts Series A Preferred Stock as to the Holders payment of Partnership Preferred Securitiesdividends and distribution of assets upon liquidation, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption datedissolution or winding up); provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price foregoing shall not include Distributions which are being paid prevent the purchase or acquisition by us of shares of Series A Preferred Stock pursuant to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit purchase or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be exchange offer made on the next succeeding Business Day (and without any interest in respect same terms to holders of any such delay)all outstanding shares of Series A Preferred Stock. Subject to applicable law, except that, if such Business Day falls we may purchase shares of Series A Preferred Stock in the next calendar yearopen market, such payment will by tender or by private agreement. Any shares of Series A Preferred Stock that we acquire may be made on the immediately preceding Business Day in each caseretired and reclassified as authorized but unissued shares of preferred stock, with the same force without designation as to class or series, and effect may thereafter be reissued as if made on such date fixed for redemption. In the event that payment any class or series of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionpreferred stock.
Appears in 1 contract
Samples: Asset Purchase Agreement (True Nature Holding, Inc.)
Redemption Procedures. (ia) Notice The Company shall, contemporaneously with the giving of any redemption notice of Partnership Preferred Securities (a "Remarketing pursuant to Section 6.6 of the Declaration, furnish written notice of Redemption Notice") will be given by to the Partnership by mail Warrant Agent, which shall promptly furnish notice of such Redemption to each Holder Holders of Partnership Preferred Securities to be redeemed Definitive Warrants, and the Company shall request, not fewer less than 30 three nor more than 60 18 business days before prior to the date fixed for redemption. For purposes Remarketing Date, that DTC notify its participants holding Warrants of the calculation Remarketing. The Company shall cause notice of the date of such redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailedpublished in a newspaper of general circulation in New York City, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed five Business Days prior to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other HolderDate.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iiib) If the Partnership Company gives a notice of Redemption Notice (which notice will be irrevocable)of the Warrants, then by 12:00 noon, New York City time, on the redemption dateRedemption Date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will Company shall deposit irrevocably with DTC funds consideration sufficient to pay the applicable Redemption Price Warrant Value for all Book-Entry Warrants other than Warrants held by persons electing to exercise their Warrants in lieu of a Redemption. If any Warrants are not represented by one or more Global Certificates, the Company shall irrevocably deposit with the Warrant Agent consideration sufficient to pay the applicable Warrant Value, and will shall give DTC the Warrant Agent irrevocable written instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give Warrant Value to the Paying Agent irrevocable instructions and authority to pay such amounts to the related Holders of Partnership Preferred Securities, upon surrender of their certificatesthe related Warrant Certificates.
(c) If notice of Redemption shall have been given and consideration deposited or paid as required hereby, by checkthen, mailed immediately prior to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon5:00 p.m., New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or paymentDate, all rights of Holders of such Partnership Preferred Securities so called for redemption will shall cease, except the right of the Holders to receive the applicable Warrant Value or Common Stock if the related Holder elected to exercise such Holder’s Warrant on or prior to 5:00 p.m., New York time, on the Redemption PriceDate, but without interest on such Redemption Priceand the Warrants shall cease to be outstanding.
(d) Notwithstanding anything herein to the contrary, and subject to applicable law, the Company and its subsidiaries may at any time, and from and after the date fixed for redemptiontime to time, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Daypurchase outstanding Warrants by tender, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld open market or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionprivate agreement.
Appears in 1 contract
Redemption Procedures. (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer Not less than 30 20 nor more than 60 days before prior to the date fixed for redemption. For purposes Redemption Date, a written notice specifying the time and place of the calculation of the date of redemption and the dates on which notices are given pursuant number of shares to this Section 6.2(e)(i), a Redemption Notice be redeemed shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders the holders of Partnership record of the shares of Series A Preferred Securities. Each Redemption Notice Stock to be redeemed at their respective addresses as the same shall be addressed appear on the books of the Corporation, calling upon each holder of record to surrender to the Holders of Partnership Preferred Securities Corporation on the Redemption Date at the address of each such Holder appearing place designated in the books and records notice his certificate or certificates representing the number of the Partnership. No defect shares specified in the Redemption Notice notice of redemption. Neither failure to mail such notice, nor any defect therein or in the mailing thereof with respect thereof, to any Holder particular holder shall affect the sufficiency of the notice or the validity of the proceedings for redemption proceedings with respect to any the other Holderholders. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice. On or after the Redemption Date, each holder of shares of Series A Preferred Stock to be redeemed shall present and surrender its certificate or certificates for such shares to the Corporation at the place designated in the redemption notice, and thereupon the redemption price of the shares shall be paid to or on the order of the person whose name appears on such certificate or certificates as the owner thereof in immediately available funds, and each surrendered certificate shall be canceled.
(ii) In If a notice of redemption has been given pursuant to this Section 4 and if, on or before the event Redemption Date, the funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the Series A Preferred Stock, then, notwithstanding that fewer than all any certificates for such shares have not been surrendered for cancellation, on the outstanding Partnership date that funds for the redemption of the Series A Preferred Securities Stock are actually paid to the holders thereof (the “Payment Date”), dividends shall cease accrue on the shares of Series A Preferred Stock at the close of business on the Payment Date and the holders of such shares shall cease to be redeemedstockholders with respect to those shares, shall have no interest in or claims against the Partnership Preferred Securities Corporation by virtue thereof and shall have no voting or other rights with respect thereto, except the right to receive the moneys payable upon such redemption upon surrender of their certificates, and the shares evidenced thereby shall be deemed to be redeemed no longer outstanding. Any interest accrued on funds so deposited shall be redeemed pro rata provided, that, in paid to the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities Corporation from time to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional intereststime.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient Corporation shall fail to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay deliver any or all of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing a holder on the books and records of the Partnership on the redemption date; providedPayment Date, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment portion of the Redemption Price payable on to such date will be made on holder hereunder shall accrue interest at the next succeeding Business Day (and without any interest in respect rate of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date 14% per annum until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Samples: Securities Purchase Agreement (BioSig Technologies, Inc.)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred Securities a Majority of the Subordinated Notes shall be provided to the Issuer, the Trustee, the Collateral Agent and the Loan Agent not later than 45 days (or such shorter period of time (not to be less than 15 days) as the Trustee, the Collateral Agent, the Loan Agent and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such direction). In the event of any redemption pursuant to Section 9.2 or 9.3, a "Redemption Notice") will notice of redemption shall be given by the Partnership by mail Collateral Agent in accordance with Section 14.4 not later than nine Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Debt, at such Holder’s address in the Note Register or the Loan Register, as applicable, and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed not fewer than 30 nor more than 60 days and, if applicable, the estimated Redemption Price of the Subordinated Notes;
(iii) all of the Debt that is to be redeemed are to be redeemed in full and that interest on such Debt shall cease to accrue on the Redemption Date specified in the notice;
(iv) the place or places where Notes are to be surrendered for payment of the Redemption Prices, which shall be the Corporate Trust Office of the Collateral Agent; and
(c) The Co-Issuers may (or, if directed by a Majority of the Subordinated Notes, shall) withdraw any such notice of redemption delivered pursuant to Section 9.2 on any day up to 10:00 a.m. New York time, on the Business Day before the date fixed for redemption. For purposes of proposed Redemption Date, by written notice to the calculation of Trustee, the date of redemption Collateral Agent and the dates on which notices Collateral Manager. The Co-Issuers may withdraw a notice of Tax Redemption if the conditions required under this Indenture for such redemption are given pursuant not satisfied at any time prior to this Section 6.2(e)(i)10:00 a.m., a Redemption Notice shall be deemed to be given New York time, on the day such notice is first mailedscheduled Redemption Date, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed written notice to the Holders of Partnership Preferred Securities at Trustee, the address of each such Holder appearing Collateral Agent, the Collateral Manager and the Rating Agency. The failure to effect any Optional Redemption which is withdrawn by the Co-Issuers in the books and records of the Partnership. No defect in the Redemption Notice accordance with this Indenture or in the mailing thereof with respect to which a Refinancing fails will not constitute an Event of Default or a Failed Optional Redemption.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be given by the Co-Issuers or, upon an Issuer Order, by the Collateral Agent in the name and at the expense of the Co-Issuers. Failure to give notice of redemption, or any defect therein, to any Holder of Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderDebt.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Debt in whole or in part, in the event Partnership Preferred Securities are held in book-entry only form by DTC of any redemption pursuant to Section 9.2 or its nominee 9.3, no Class of Secured Debt may be optionally redeemed unless (or any successor Clearing Agency or its nominee)i) at least one Business Day before the scheduled Redemption Date the Collateral Manager shall have certified to the Collateral Agent, DTC will reduce, in accordance with DTC's customary procedures, that the amount Collateral Manager on behalf of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as Issuer has entered into a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership binding agreement or agreements with (A) if a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the Partnership Preferred Securities credit of a Person other than such institution) are in bookrated, or guaranteed by a Person whose short-entry only form with DTCterm unsecured debt obligations are rated, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form at least “A-1” by S&P or (B) if a special purpose entity that satisfies all then-current bankruptcy remoteness criteria of the Partnership Preferred Securities are held Rating Agency, in certificated formeither case, will deposit on the applicable trade or trade dates, to purchase (directly or by participation or other arrangement), not later than the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Paying AgentEligible Investments maturing, funds sufficient redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with the Priority of Payments, and redeem the applicable Class or Classes of Debt on the scheduled Redemption Date at the applicable Redemption Price Prices (including, without limitation, any such amount that the Holders of such Class or Classes have elected to receive, where Holders of such Class or Classes have elected to receive less than 100% of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts Redemption Price that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class or Classes), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address Collateral Agent that, in its judgment (which may be based on the Issuer having entered into an agreement to sell such Assets to another special purpose entity that has committed financing or has priced but has not yet closed its securities offering), the aggregate sum of (A) expected proceeds from the sale or redemption of Eligible Investments, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the relevant Holder appearing on applicable Class of Secured Debt (including, without limitation, any such amount that the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Aggregate Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the Priority of Payments. Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale or redemption (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Debt, the Transferor, the Collateral Manager or any of their affiliates or accounts managed thereby or by any of their respective affiliates may, subject to the same force terms and effect conditions afforded to other bidders and compliance with applicable law (including, without limitation, the Advisers Act and, where applicable, the Investment Company Act), bid on Assets to be sold as if made on part of an Optional Redemption or Tax Redemption.
(f) The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not redemption shall be paid by either the Partnership or Issuer as Administrative Expenses payable in accordance with the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment Priority of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionPayments.
Appears in 1 contract
Samples: Indenture and Security Agreement (Silver Point Specialty Lending Fund)
Redemption Procedures. (i) Notice of any redemption of Partnership Series A Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to redeemed on each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the redemption date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in at the event Partnership Redemption Price with the applicable proceeds from the contemporaneous redemption of the Series A Debentures. Redemptions of the Series A Preferred Securities are held in book-entry shall be made, and the Redemption Price shall be payable, on each redemption date only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, to the amount of the interest of each Clearing Agency Participant in extent that the Partnership Preferred Securities to be redeemed; provided, that if, as a result has funds on hand available for the payment of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) Redemption Price. If the Partnership gives a Redemption Notice (which notice will be irrevocable)of redemption in respect of the Series A Preferred Securities, then then, by 12:00 noon, New York City time, on the redemption date, to the extent funds are available, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC the Clearing Agency funds sufficient to pay the applicable Redemption Price and will give DTC the Clearing Agency irrevocable instructions and authority to pay the Redemption Price in respect to the Holders of such Series A Preferred Securities. If the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Series A Preferred Securities are held no longer in certificated book-entry form, the Partnership, to the extent funds are available therefor, will irrevocably deposit with the Paying Agent, paying agent for the Series A Preferred Securities funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent such paying agent irrevocable instructions and authority to pay the Redemption Price to the holders thereof upon surrender of their certificates evidencing such amounts Series A Preferred Securities. Notwithstanding the foregoing, Dividends payable on or prior to the redemption date for any Series A Preferred Securities called for redemption shall be payable to the Holders of Partnership such Series A Preferred Securities, upon surrender of their certificates, by check, mailed to the address Securities as of the relevant Holder appearing on record dates for the books related Dividend Payment Dates. If notice of redemption shall have been given and records of the Partnership on the redemption date; provided, however, that for so long funds deposited as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditionsrequired, then immediately prior to the close of business on upon the date of such deposit or paymentdeposit, all rights of the Holders of such Partnership Series A Preferred Securities so called for redemption will cease, except the right of the Holders of such Series A Preferred Securities to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Series A Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In the event that any date fixed for redemption of Partnership Series A Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day Day, in each case, case with the same force and effect as if made on such date fixed for redemptionthe redemption date. In the event that payment of the Redemption Price in respect of Series A Preferred Securities called for redemption is improperly withheld or refused and not paid either by either the Partnership or the Company by Entergy London Investments pursuant to the Partnership Guarantee, Distributions Dividends on the Partnership Series A Preferred Securities called for Redemption will continue to accumulate, accumulate at the then applicable rate from the redemption date originally established by the Partnership for such Series A Preferred Securities to the extent that payment of date such interest is legally available, from the original redemption date until the Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price. The Subject to applicable law (including, without limitation, Rule 14e-1 under the Exchange Act and any other applicable United States federal securities law), Entergy London Investments or its subsidiaries may at any time and from time to time purchase outstanding Series A Preferred Securities by tender, in the open market or by private agreement. Payment of the Redemption Price on the Series A Preferred Securities and any distribution of Series A Debentures to Holders of Series A Preferred Securities shall be made to the holders of record as they appear on the books and records of the Partnership as of the relevant record date, which, as long as the Series A Preferred Securities remain in book-entry form, will be one Business Day prior to the relevant redemption date or liquidation date, as applicable; provided, however, that in the event that the Series A Preferred Securities are not in book- entry form, the relevant record date for the Series A Preferred Securities shall not be required the date 15 days prior to register the redemption date or cause liquidation date, as applicable. If less than all of the Series A Preferred Securities are to be registered redeemed on a redemption date, the transfer of any Partnership particular Series A Preferred Securities which have been to be redeemed shall be selected not more than 60 days prior to the redemption date by the General Partner from the outstanding Series A Preferred Securities not previously called for redemption, by lot or by such method as the General Partner shall deem fair and appropriate, which shall provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Preference of Series A Preferred Securities of a denomination larger than $25. The General Partner shall promptly notify the transfer agent and registrar in writing of the Series A Preferred Securities selected for redemption and, in the case of any Series A Preferred Securities selected for partial redemption, the aggregate Liquidation Preference thereof to be redeemed.
Appears in 1 contract
Samples: Limited Partnership Agreement (Entergy Power Uk PLC)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership Preferred distribution of Debentures in exchange for the Securities (a "Redemption Redemption/Distribution Notice") will ), which notice shall be irrevocable, shall be given by the Partnership Trust by mail to each Holder of Partnership Preferred Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i)7.4, a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records register of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities and Common Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and the Preferred Securities to be redeemed shall be redeemed pro rata provided, that, will be redeemed as described in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Section 7.4(c) below. The particular Preferred Securities to be redeemed; provided, that if, as redeemed will be selected on a result of such pro rata Pro Rata basis by the Property Trustee from the outstanding Preferred Securities not previously called for redemption, Holders would hold fractional interests by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate. The Trust may not redeem the Securities in part unless all accumulated and unpaid Distributions to the date of redemption have been paid in full on all Securities then outstanding. For purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the Partnership case of any Preferred Securities, the General Partner may adjust the amount of the interest of each Holder Security redeemed or to be redeemed only in part to avoid such fractional intereststhe portion of the aggregate liquidation amount of Preferred Securities which has been or is to be redeemed.
(iiic) If Subject to the Partnership gives a Redemption Notice (which Trust's fulfillment of the notice will requirements set forth in Section 7.4(a) above, if Securities are to be irrevocable)redeemed, then (i) with respect to Preferred Securities represented by one or more Global Securities, by 12:00 noon, New York City time, on the redemption date, provided that the Partnership (A) if Debenture Issuer has paid the Partnership Preferred Securities are Property Trustee a sufficient amount of cash in book-entry only form connection with DTCthe related redemption or maturity of the Debentures, the Property Trustee will deposit irrevocably with DTC the Depositary or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to such Preferred Securities and will give DTC the Depositary irrevocable instructions and authority to pay the Redemption Price to the Holders of such Preferred Securities, and (ii) with respect to Preferred Securities issued in respect certificated form and Common Securities, provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Partnership Preferred Securities held through DTC in global form or (B) if Debentures, the Partnership Preferred Securities are held in certificated form, Property Trustee will irrevocably deposit with the Paying Agent, Agent funds sufficient to pay the applicable Redemption Price amount payable on redemption to the Holders of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts the relevant Redemption Price to the Holders of Partnership Preferred Securities, such Securities upon surrender of their certificates, by check, mailed Exhibit (4)(t) certificates evidencing their Securities. Payment of the Redemption Price on the Preferred Securities will be made to the address recordholders thereof as they appear on the register of the relevant Holder appearing Trust on the books and records of relevant record date, which shall be one Business Day prior to the Partnership on the relevant redemption date; provided, however, that for so long as with respect to the Trust Preferred Securities not represented by one or the Property Trustee of the Trust shall hold the Partnership Preferred more Global Securities, payment of cash the relevant record date shall be made by wire in same day funds fifteen days prior to the Holder by 12:00 Noon, New York City time, on the relevant redemption date. For these purposesIf any date fixed for redemption of Securities is not a Business Day, then payment of the applicable amount payable on such date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price shall in respect of any Securities is not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction because the payment of the foregoing conditionsRedemption Price on the Debentures is not made, interest will continue to accrue on the Debentures, and, as a result, Distributions on such Securities will continue to accumulate at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price (other than for purposes of calculating any premium). If a Redemption/Distribution Notice shall have been given and funds deposited as required, then immediately prior to the close of business on the date of such deposit or paymentdeposit, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interestcease to be outstanding. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Regular Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which that have been so called for redemption, except in the case of any Securities being redeemed in part, any portion thereof not to be redeemed.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Debenture Issuer or any of its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Samples: Trust Agreement (Weyerhaeuser Co)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred Securities a Majority of the Subordinated Notes (and in the case of a "Redemption Notice"Refinancing, the consent of the Collateral Manager and the U.S. Retention Provider) will shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 10 days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service (or through the applicable procedures of DTC), postage prepaid, mailed not later than 4 Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Notes, at such Holder’s address in the Register.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Secured Notes that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the date fixed Business Day specified in the notice;
(iv) the place or places where Notes are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which shall be the office or agency of the date Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption and the dates on which notices are given delivered pursuant to this Section 6.2(e)(i), a 9.2 up to the Business Day prior to the proposed Redemption Date by written notice to the Trustee. The Issuer shall provide Fitch notice of any withdrawal.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be deemed to be given on by the day such notice is first mailedIssuer or, upon an Issuer Order, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2 or 9.3, no Secured Notes may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in book-entry only a form by DTC or its nominee reasonably satisfactory to the Trustee (or any successor Clearing Agency or its nomineewhich may be in the form of a certificate of a Responsible Officer of the Collateral Manager), DTC will reducethat the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P to purchase (directly or by participation, merger or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the applicable Class of Notes on the scheduled Redemption Date (and after giving effect to payment on any applicable Redemption Distribution Dates) at the applicable Redemption Prices (or, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) the Market Value of each Collateral Obligation is expected to exceed the sum of (x) the aggregate Redemption Prices (or in the case of any Class of Secured Notes, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the interest Redemption Price that would otherwise be payable to the Holders of such Class) of the applicable Class of Secured Notes and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each Clearing Agency Participant case, as applicable and in accordance with the Partnership Preferred Securities Priority of Payments (after giving effect to payments on any Redemption Distribution Date). Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation, merger or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Notes, the Collateral Manager or any of their Affiliates or accounts managed thereby or by their respective Affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Assets to be redeemed; provided, that if, sold as a result part of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interestsan Optional Redemption or Tax Redemption.
(iiif) If the Partnership gives a Redemption Notice (which notice will Class or Classes of Secured Notes is redeemed in connection with a Refinancing in part by Class, Refinancing Proceeds, together with Partial Refinancing Interest Proceeds, and/or Contributions of Cash, shall be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority used to pay the Redemption Price in respect Price(s) of the Partnership Preferred Securities held through DTC in global form such Class or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price Classes of the amount of any such Partnership Preferred Securities and will give Secured Notes without regard to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders Priority of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionPayments.
Appears in 1 contract
Samples: Indenture (GOLUB CAPITAL BDC, Inc.)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership distribution of either Company Preferred Securities or Non-Cumulative Capital Securities in exchange for, the Trust Securities (a "Redemption Redemption/Distribution Notice") (which notice will be irrevocable) will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Trust Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Company Preferred Securities. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i)8.04, a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred SecuritiesHolders. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities Holder at the address of each such Holder appearing in the books and records of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that fewer than all the outstanding Partnership Preferred Trust Securities are to be redeemed, the Partnership Preferred Trust Securities to be redeemed shall be redeemed pro rata providedPro Rata from each Holder or pursuant to the rules of any securities exchange on which the Trust Preferred Securities are then listed, provided that, in the event Partnership respect of Trust Preferred Securities are registered in the name of and held in book-entry only form of record by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures) or any nominee, the amount distribution of the interest proceeds of such redemption will be made to each Clearing Agency Participant (or Person on whose behalf such nominee holds such securities) in accordance with the Partnership Preferred procedures applied by such agency or nominee.
(c) If Trust Securities are to be redeemed; providedredeemed and the Trust gives a Redemption/Distribution Notice, that if, as and if the Company or the Guarantor has paid to the Property Trustee a result sufficient amount of such pro rata redemption, Holders would hold fractional interests cash in connection with the Partnership related redemption of Company Preferred Securities, then (A) while the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable)Trust Preferred Securities are in book-entry only form, then by 12:00 noon9:00 am, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, Property Trustee will irrevocably deposit irrevocably with DTC or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Trust Preferred Securities and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership the Trust Preferred Securities, upon surrender and (B) with respect to Trust Preferred Securities issued in definitive form and Trust Common Securities, the Property Trustee will pay the relevant Redemption Price to the Holders of their certificates, such Trust Securities by check, check mailed to the address of the relevant Holder appearing on the books and records of the Partnership Trust on the redemption date; provided. If a Redemption/Distribution Notice shall have been given and funds deposited as required, howeverif applicable, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds then immediately prior to the Holder by 12:00 Noonclose of business on the date of such deposit, New York City time, or on the redemption date, as applicable, Distributions will cease to accumulate on the Trust Securities so called for redemption and all rights of Holders will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price. If any date fixed for redemption of Trust Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day (without any reduction in interest or other payments in respect of such early payment). If payment of the Redemption Price in respect of any Trust Securities is improperly withheld or refused and not paid either by the Property Trustee or by the Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accumulate at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Trust Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Trust Securities will not accumulate Distributions or bear interest. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Regular Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Trust Securities which that have been called for redemption.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Guarantor or its subsidiaries may at any time and from time to time purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Samples: Trust Agreement (Abn Amro Bank Nv)
Redemption Procedures. (i) Notice of any redemption of Partnership Preferred Securities (a "Notice of Redemption Noticeof Junior Preferred Membership Interests") of any Series of Junior Preferred Membership Interests to be redeemed will be given by the Partnership Issuer by mail to each Holder Junior Preferred Member holding such Series of Partnership Junior Preferred Securities to be redeemed Membership Interests not fewer than 30 ten nor more than 60 30 days before prior to the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i10.2(d), a Notice of Redemption Notice of Junior Preferred Membership Interests shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership each Junior Preferred SecuritiesMember holding Junior Preferred Membership Interests to be redeemed. Each Notice of Redemption Notice of Junior Preferred Membership Interests shall be addressed to the Holders of Partnership each Junior Preferred Securities Member holding Junior Preferred Membership Interests to be redeemed at the address of each such Holder Junior Preferred Member appearing in the books Register and records shall state: (a) the redemption date; (b) the aggregate stated liquidation preference of the PartnershipJunior Preferred Membership Interests to be redeemed and, if less than all of the Junior Preferred Membership Interests of such Series held by such Junior Preferred Member are to be redeemed from such Junior Preferred Member, the aggregate stated liquidation preference of such Junior Preferred Membership Interests to be redeemed from such Junior Preferred Member; (c) the redemption price; and (d) if such Junior Preferred Membership Interests are being redeemed in full, the place where the Junior Preferred Membership Certificates for such Series of Junior Preferred Membership Interests are to be surrendered for payment of the redemption price. No defect in the Notice of Redemption Notice of Junior Preferred Membership Interests or in the mailing thereof with respect to any Holder Junior Preferred Membership Interest shall affect the validity of the redemption proceedings with respect to any other HolderJunior Preferred Membership Interest.
(ii) In the event that fewer than all the outstanding Partnership Junior Preferred Securities Membership Interests of any Series are to be redeemed, the Partnership Junior Preferred Securities Membership Interests to be redeemed shall will be redeemed selected pro rata provided, that, in based upon the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount aggregate stated liquidation preference of the interest of each Clearing Agency Participant in the Partnership Junior Preferred Securities to be redeemed; provided, that if, as a result Membership Interests of such pro rata redemption, Holders would hold fractional interests in the Partnership Series held by each Junior Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately Member prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Greyhound Funding LLC)
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Collateral Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Collateral Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Collateral Trustee by mail overnight delivery service, postage prepaid, mailed not later than five (5) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Debt to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes or prepaid, as applicable;
(iii) all of the calculation Securities that are to be redeemed are to be redeemed or prepaid, as applicable, in full and that interest on such Debt shall cease to accrue on the Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for payment of the date Redemption Prices, which in the case of the Debt shall be the Corporate Trust Office of the Collateral Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Collateral Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Collateral Trustee or the Loan Agent, as applicable, that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Collateral Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Collateral Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Collateral Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemption and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Collateral Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderSecurities.
(iie) In the event that fewer than all the outstanding Partnership Preferred Securities Unless Refinancing Proceeds are being used to be redeemedredeem or prepay, as applicable, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatDebt in whole or in part, in the event Partnership Preferred Securities of any Optional Redemption or Tax Redemption, no Secured Debt may be optionally redeemed or prepaid, as applicable, unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence in a form reasonably satisfactory to the Collateral Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem or prepay, as applicable, the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Debt on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Collateral Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that BOCIC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable, and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, BOCIC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.)
Redemption Procedures. (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption NoticeREDEMPTION NOTICE") will be given by the General Partner on behalf of the Partnership by mail to each Holder holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall shall, to the extent practicable, be redeemed pro rata rata, provided, thathowever, that in the event Partnership Preferred Securities are registered in the name of and held in book-entry only form of record by DTC or its nominee (or any successor Clearing Agency Depository or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Depository Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noonNoon, New York City time, on the redemption date, the General Partner on behalf of the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global book- entry only form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, Agent funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day (without any reduction in interest on other amounts in respect of any such early payment), in each case, case with the same force and effect as if made on such the date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company HEI pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption redemption will continue to accumulate, to the extent that payment of such interest Distributions is legally availablepermissible, at the then applicable rate from the original redemption date until the Redemption Price is actually paid, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Hawaiian Electric Industries Inc)
Redemption Procedures. (ia) Notice In the event of any redemption of Partnership shares of the Series C Preferred Securities Shares, written notice of such redemption (a "Redemption Notice") will shall be given by the Partnership by mail Company to each Holder the holders of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before record of such shares at such holders' addresses as the date fixed for redemption. For purposes same appear on the share register of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailedCompany, by first-class certified or registered mail, postage prepaid; provided, however, that neither the failure to Holders of Partnership Preferred Securities. Each give a Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No nor any defect in the Redemption Notice or in the mailing thereof with respect to any Holder therein shall affect the validity of the proceeding for the redemption proceedings with respect of any shares of the Series C Preferred Shares except as to any other Holderthe holder to whom the Company has failed to give a Redemption Notice or except as to the holder whose Redemption Notice was defective. Each such Redemption Notice shall state (i) the proposed date of redemption; (ii) the number of shares of the Series C Preferred Shares owned by the shareholder receiving such notice to be redeemed; (iii) the Redemption Price per Series C Preferred Share for such shares; and (iv) the place where certificates for such shares are to be surrendered for payment of such redemption price.
(iib) In Upon surrender of the certificates representing the Series C Preferred Shares in accordance with the Redemption Notice, such shares shall be redeemed by the Company at the applicable Redemption Price as provided for herein.
(c) The Company shall have the right, on the date on which the Redemption Notice has been given as above provided or any subsequent date, to deposit in trust an amount equal to the aggregate Redemption Price of the shares of the Series C Preferred Shares to be redeemed and in the event of such deposit, notwithstanding that fewer than any certificates for shares of the Series C Preferred Shares so called for redemption shall not have been surrendered for cancellation, all rights of the outstanding Partnership holders of shares of the Series C Preferred Securities are to be redeemed, the Partnership Preferred Securities Shares to be redeemed shall cease from and after the date of such deposit, other than the right to receive the redemption price as aforesaid. Any moneys deposited by the Company pursuant to this Paragraph (D) which shall not be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount required for such redemption because of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount exercise of any such Partnership Preferred Securities and will give right subsequent to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or paymentshall be returned to the Company forthwith. Any interest accrued on any funds so deposited shall belong to the Company and be paid to it from time to time. Any funds so deposited and unclaimed at the end of four years from the date of redemption, all rights shall be paid to the Company, after which repayment the holders of Holders shares of such Partnership the Series C Preferred Securities Shares so called for redemption will cease, except the right of the Holders shall look only to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to for the Partnership Guaranteepayment thereof, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionwithout interest.
Appears in 1 contract
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than five (5) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than five (5) Business Days (or thirty (30) days in the case of a Refinancing) prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Securities that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Notes shall cease to accrue on the date fixed Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which in the case of the date Secured Notes shall be the Corporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Trustee on any day up to and including the Business Day prior to the proposed Redemption Date. The Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and provide notice to the Rating Agency of any such withdrawal. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes. For so long as any Notes are listed on Euronext Dublin and so long as the guidelines of such exchange so require, notice of Optional Redemption or Tax Redemption shall be given by the Trustee, in the name of the Issuer, to Euronext Dublin.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities of any Optional Redemption or Tax Redemption, no Secured Notes may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that OTF II has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemption.this
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Technology Finance Corp. II)
Redemption Procedures. (ia) Notice The Company shall, contemporaneously with the giving of any redemption notice of Partnership Preferred Securities (a "Remarketing pursuant to Section 6.6 of the Declaration, furnish written notice of Redemption Notice") will be given by to the Partnership by mail Warrant Agent, which shall promptly furnish notice of such Redemption to each Holder Holders of Partnership Preferred Securities to be redeemed Definitive Warrants, and the Company shall request, not fewer less than 30 three nor more than 60 18 business days before prior to the date fixed for redemption. For purposes Remarketing Date, that DTC notify its participants holding Warrants of the calculation Remarketing. The Company shall cause notice of the date of such redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailedpublished in a newspaper of general circulation in New York City, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed five Business Days prior to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other HolderDate.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iiib) If the Partnership Company gives a notice of Redemption Notice (which notice will be irrevocable)of the Warrants, then by 12:00 noon, New York City time, on the redemption dateRedemption Date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will Company shall deposit irrevocably with DTC funds consideration sufficient to pay the applicable Redemption Price Warrant Value for all Book-Entry Warrants other than Warrants held by persons electing to exercise their Warrants in lieu of a Redemption. If any Warrants are not represented by one or more Global Certificates, the Company shall irrevocably deposit with the Warrant Agent consideration sufficient to pay the applicable Warrant Value, and will shall give DTC the Warrant Agent irrevocable written instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give Warrant Value to the Paying Agent irrevocable instructions and authority to pay such amounts to the related Holders of Partnership Preferred Securities, upon surrender of their certificatesthe related Warrant Certificates.
(c) If notice of Redemption shall have been given and consideration deposited or paid as required hereby, by checkthen, mailed immediately prior to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon5:00 p.m., New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or paymentDate, all rights of Holders of such Partnership Preferred Securities so called for redemption will shall cease, except the right of the Holders to receive the applicable Warrant Value or Common Stock if the related Holder elected to exercise such Holder's Warrant on or prior to 5:00 p.m., New York time, on the Redemption PriceDate, but without interest on such Redemption Priceand the Warrants shall cease to be outstanding.
(d) Notwithstanding anything herein to the contrary, and subject to applicable law, the Company and its subsidiaries may at any time, and from and after the date fixed for redemptiontime to time, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Daypurchase outstanding Warrants by tender, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld open market or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionprivate agreement.
Appears in 1 contract
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuers, the Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than fifteen (15) Business Days, as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service, postage prepaid, mailed not later than fifteen (15) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Notes to be redeemed;
(iii) all of the Securities that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Notes shall cease to accrue on the date fixed Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which in the case of the date Notes shall be the Corporate Trust Office of the Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Trustee that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Trustee and the Collateral Manager. In addition, the Issuer may, withdraw any notice of a redemption by written notice to the Trustee on any day up to and including the Business Day prior to the proposed Redemption Date if the conditions to such redemption have not been satisfied (including the receipt of sufficient funds to effect such redemption). The Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemption and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Notes selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNotes.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Notes in whole or in part, in the event Partnership Preferred Securities of any Optional Redemption or Tax Redemption, no Secured Note may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence in a form reasonably satisfactory to the Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Notes on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that ORBDCC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Notes (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Securities, ORBDCC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Second Supplemental Indenture (Blue Owl Capital Corp)
Redemption Procedures. (ia) Notice In the event of any Optional Redemption, the written direction of a Majority of the Preferred Shares and the consent of the Collateral Manager shall be provided to the Issuer, the Collateral Trustee and the Collateral Manager not later than thirty (30) days (or such shorter period of time, not to be less than five (5) Business Days, as the Collateral Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of Partnership Preferred Securities (any Optional Redemption or Tax Redemption, a "Redemption Notice") will notice of redemption shall be given by the Partnership Collateral Trustee by mail overnight delivery service, postage prepaid, mailed not later than five (5) Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities, at such Holder’s address in the Register or the Share Register, as applicable (and, in the case of Global Notes, delivered by electronic transmission to DTC) and the Rating Agency.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Debt to be redeemed;
(iii) all of the Securities that are to be redeemed not fewer than 30 nor more than 60 days before are to be redeemed in full and that interest on such Debt shall cease to accrue on the date fixed Payment Date specified in the notice; and
(iv) the place or places where Securities are to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which in the case of the date Secured Debt shall be the Corporate Trust Office of the Collateral Trustee and in the case of the Preferred Shares shall be the offices of the Fiscal Agent as set forth in the Fiscal Agency Agreement.
(c) The Issuer may withdraw any such notice of an Optional Redemption on any day up to and including the later of (x) the day on which the Collateral Manager is required to deliver to the Collateral Trustee the sale agreement or agreements or certifications as described in Section 9.4(e), by written notice to the Collateral Trustee or the Loan Agent, as applicable, that the Collateral Manager will be unable after using commercially reasonable efforts to deliver such sale agreement or agreements or certifications or it elects in good faith based on an assessment of current market conditions not to deliver such sale agreement or agreements or certifications and (y) the day on which the Holders of Securities are notified of such redemption in accordance with Section 9.4(a), at the written direction of a Majority of Preferred Shares to the Collateral Trustee and the Collateral Manager. In addition, the Issuer may withdraw any notice of a redemption by written notice to the Collateral Trustee on any day up to and including the Business Day prior to the proposed Redemption Date. The Collateral Trustee will, at the expense of the Issuer, promptly forward any notice of withdrawal of a redemption to Holders that were given notice of such redemptions and to the Rating Agency. The reasonable fees, costs, charges and expenses incurred in connection with the failure of any such redemption will be paid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
(d) Notice of redemption (and the dates on which notices are given any withdrawal thereof) pursuant to this Section 6.2(e)(i), a Redemption Notice 9.2 or 9.3 shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Collateral Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderDebt.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Debt in whole or in part, in the event Partnership Preferred Securities of any Optional Redemption or Tax Redemption, no Secured Debt may be optionally redeemed unless (i) at least five (5) Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Collateral Trustee evidence in a form reasonably satisfactory to the Collateral Trustee that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are held in bookrated, or guaranteed by a Person whose short-entry only form term unsecured debt obligations are rated, at least “A-1” by DTC S&P to purchase (directly or its nominee (by participation or any successor Clearing Agency or its nomineeother arrangement), DTC will reducenot later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the amount applicable Class of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, Secured Debt on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay scheduled Redemption Date at the applicable Redemption Price and will give DTC irrevocable instructions and authority Prices (including, without limitation, any such amount that the Holders of such Class have elected to pay receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts that would otherwise be payable to the Holders of Partnership Preferred Securitiessuch Class), upon surrender of their certificatesor (ii) prior to selling any Collateral Obligations and/or Eligible Investments, by check, mailed the Collateral Manager shall certify to the address of the relevant Holder appearing Collateral Trustee that, in its judgment (which may be based on the books and records of the Partnership Issuer having entered into an agreement to sell such Assets to another special purpose entity (or any Affiliate which has sufficient cash or financing resources available) that has committed financing or that has priced but has not yet closed its securities offering if such securities offering is expected to close on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close scheduled Redemption Date), the aggregate sum of business on (A) expected proceeds from the date sale of Eligible Investments and all amounts that OTF II has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any such deposit or payment, all rights of amount that the Holders of such Partnership Preferred Securities so called for redemption will ceaseClass have elected to receive, except the right where Holders of the Holders such Class have elected to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment less than 100% of the Redemption Price that would otherwise be payable on to the Holders of such date will be made on Class) and (y) all Administrative Expenses (without regard to the next succeeding Business Day (Administrative Expense Cap) and without any interest Collateral Management Fees payable in respect of any connection with such delay)Optional Redemption or Tax Redemption, except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, as applicable and in accordance with the same force and effect as if made on such date fixed for redemptionPriority of Payments. In Any certification delivered by the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Collateral Manager pursuant to this Section 9.4(e) shall include (1) the Partnership Guaranteeprices of, Distributions on and expected proceeds from, the Partnership Preferred Securities called for Redemption will continue to accumulatesale (directly or by participation or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any Holder of Securities, OTF, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the extent that payment of such interest is legally availablesame terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause bid on Assets to be registered the transfer sold as part of any Partnership Preferred Securities which have been called for redemptionan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture and Security Agreement (Blue Owl Technology Finance Corp. II)
Redemption Procedures. (i) Notice The Issuer shall give or cause the Trustee to give notice of any redemption redemption, in the manner provided for in Section 11.01 of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed Indenture, not fewer less than 30 nor more than 60 days before the prior to a date fixed for redemption. For purposes redemption of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, Securities by first-class mail, postage prepaid, to Holders each Securityholder at its registered address or otherwise in accordance with the procedures of Partnership Preferred SecuritiesDTC. Each Redemption Notice If the Issuer itself gives the notice, it shall be addressed also deliver a copy at the same time to the Holders Trustee. If the Issuer elects to have the Trustee give notice of Partnership Preferred Securities redemption the Issuer shall deliver to the Trustee, at the address of each such Holder appearing in the books and records of the Partnership. No defect in least 45 days prior to the Redemption Notice or in Date (unless the mailing thereof Trustee is satisfied with respect to any Holder shall affect a shorter period), an Officer’s Certificate requesting that the validity of Trustee select the redemption proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed and/or give notice of redemption and setting forth the information required by Section 3.02(c) of the Indenture. If the Issuer elects to have the Trustee give notice of redemption, the Trustee shall be redeemed pro rata provided, that, give the notice in the event Partnership Preferred name of the Issuer and at the Issuer’s expense. Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, be selected for partial redemptions in accordance with DTC's customary DTC procedures. If the Issuer, or the Trustee on behalf of the Issuer, gives notice of redemption in accordance with Article III of the Indenture, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City timeshall, on the Redemption Date, become due and payable at the redemption dateprice specified in the notice (together with accrued interest, if any, to, but excluding, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption PriceDate), and from and after the date fixed Redemption Date (unless the Issuer shall default in the payment of the redemption price and accrued interest) the Securities shall cease to bear interest. Upon surrender of the Securities for redemption in accordance with the notice, the Issuer shall pay the Securities at the redemption price, together with accrued interest, if any, to, but excluding, the Redemption Date. If the Issuer shall fail to pay any Security called for redemption upon its surrender for redemption, such Partnership Preferred Securities will not accumulate Distributions or the principal shall, until paid, bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of interest from the Redemption Price payable on such date will be made on Date at the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in rate borne by the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionSecurities.
Appears in 1 contract
Samples: Indenture (Suzano Austria GmbH)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2 or 9.3, the written direction required thereby shall be provided to the Issuer, the Trustee and the Collateral Manager not later than 15 Business Days (or such shorter period of Partnership Preferred Securities time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a "Redemption Notice") will notice of redemption shall be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given pursuant to this Section 6.2(e)(i), a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, mailed not later than nine Business Days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to Holders the applicable Redemption Date, to each Holder of Partnership Preferred SecuritiesNotes at such Holder’s address in the Register and each Rating Agency. Each Notes called for redemption must be surrendered at the office of any Paying Agent.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Notice Date;
(ii) the Redemption Prices of the Secured Notes to be redeemed and, if applicable, the estimated Redemption Price of the Subordinated Notes;
(iii) all of the Secured Notes that are to be redeemed are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the Business Day specified in the notice;
(iv) the place or places where the Secured Notes are to be surrendered for payment of the Redemption Prices, which shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records office or agency of the Partnership. No defect Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Notes are being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Notice or in the mailing thereof Prices, which shall, with respect to the Notes, be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer or the Person or Persons so directing an Optional Redemption or a Tax Redemption may withdraw any such notice of redemption delivered pursuant to Section 9.2 or Section 9.3 on any day up to and including the Business Day immediately preceding the scheduled Redemption Date. The failure to effectuate any Optional Redemption or Tax Redemption which is so withdrawn in accordance with this Indenture or, in the case of an Optional Redemption with respect to which a Refinancing fails, to occur shall not constitute an Event of Default.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be given by the Issuer or, upon an Issuer Order, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderNote.
(iie) In Upon receipt of a notice of redemption of the event that fewer than all the outstanding Partnership Preferred Securities are Secured Notes pursuant to be redeemedSection 9.2 (unless any such Optional Redemption is being effected solely through a Refinancing) or Section 9.3, the Partnership Preferred Securities Collateral Manager in its sole discretion shall direct the sale (and the manner thereof) of all or part of the Collateral Obligations and other Assets such that the proceeds from such sale and all other funds available for such purpose in the Collection Account and the Payment Account will be at least sufficient to pay the Redemption Prices of the Secured Notes to be redeemed shall (subject to any election by Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes pursuant to Sections 9.2(h) or 9.3(b), as applicable) and to pay all Administrative Expenses (without regard to the Administrative Expense Cap), any amounts due to any Hedge Counterparties and Collateral Management Fees due and payable under the Priority of Payments, as more particularly set forth in Section 9.4(f) below. If such proceeds of such sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem all Secured Notes then required to be redeemed pro rata providedand to pay such fees and expenses, thatthe Secured Notes may not be redeemed. The Collateral Manager, in its sole discretion, may effectuate the sale of all or any part of the Collateral Obligations or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation or other arrangement.
(f) Unless Refinancing Proceeds are being used to redeem the Secured Notes in whole or in part, in the event Partnership Preferred Securities are held in book-entry only form by DTC of any redemption pursuant to Section 9.2 or its nominee 9.3, no Secured Notes may be optionally redeemed unless (i) at least three Business Days (or any successor Clearing Agency or its nomineesuch shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee evidence, in a form reasonably satisfactory to the Trustee (which may, at the Trustee’s option, be in the form of an Officer’s certificate of the Collateral Manager in form reasonably acceptable to the Trustee), DTC will reducethat the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions to purchase (directly or by participation or other arrangement), not later than the scheduled Redemption Date in immediately available funds, all or part of the Assets and/or any Hedge Agreements at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, all funds available in the Collection Account and any payments to be received in respect of any Hedge Agreements to pay all Administrative Expenses (regardless of the Administrative Expense Cap), any amounts due to any Hedge Counterparties and Collateral Management Fees payable in accordance with DTC's customary proceduresthe Priority of Payments and redeem all of the Secured Notes on the scheduled Redemption Date at the applicable Redemption Prices (or such other amount that the holders of a Class of Secured Notes have elected to receive, in the case of a redemption pursuant to Sections 9.2 or 9.3 where the holders of 100% of the Aggregate Outstanding Amount of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the holders of such Class), (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee that, in its judgment, the aggregate sum of (A) any expected proceeds from any Hedge Agreements and expected proceeds from the sale of Eligible Investments, (B) for each Collateral Obligation, the product of its Principal Balance and its Market Value (expressed as a percentage of the par amount of such Collateral Obligation), and (C) all funds available in the Collection Account shall exceed the sum of (x) the aggregate Redemption Prices (or such other amount that the holders of a Class of Secured Notes have elected to receive, in the case of a redemption pursuant to Sections 9.2 or 9.3 where the holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the holders of such Class) of the Outstanding Secured Notes and (y) all accrued and unpaid Administrative Expenses (without regard to the Administrative Expense Cap) any amounts due to Hedge Counterparties and accrued and unpaid Collateral Management Fees payable under the Priority of Payments, (iii) at least one Business Day before the scheduled Redemption Date, the Collateral Manager has furnished to the Trustee evidence in form reasonably satisfactory to the Trustee that the Collateral Manager (or an Affiliate or agent thereof) has priced but not yet closed another collateralized loan obligation transaction or similar transaction, the net proceeds of which will at least equal, in each case, an amount sufficient, together with the proceeds from the Eligible Investments (maturing on or prior to the scheduled Redemption Date) and without duplication any Cash to be applied to such redemption and (without duplication) the aggregate amount of the interest expected proceeds from the sale of each Clearing Agency Participant the Assets and Eligible Investments not later than the Business Day immediately preceding the scheduled Redemption Date, (A) to pay all Administrative Expenses payable under the Priority of Payments (regardless of the Administrative Expense Cap), (B) to pay any accrued and unpaid amounts due to any Hedge Counterparty, (C) to pay any accrued and unpaid Collateral Management Fee and (D) to redeem such Secured Notes in whole but not in part on the Partnership Preferred Securities to be redeemed; providedscheduled Redemption Date at the applicable Redemption Prices, that if, as a result of such pro rata redemption, Holders would hold fractional interests in (iv) at least one Business Day before the Partnership Preferred Securitiesscheduled Redemption Date, the General Partner may adjust Collateral Manager has furnished to the amount of Trustee evidence in form reasonably satisfactory to the interest of each Holder Trustee that the Issuer possesses adequate Interest Proceeds and Principal Proceeds to be redeemed to avoid such fractional interests.
pay the amounts specified in clause (iii) If above or (v) the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price Distribution Report prepared and will give DTC irrevocable instructions and authority to pay the Redemption Price delivered in respect of the Partnership Preferred Securities held through DTC scheduled Redemption Date indicates the payment in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable full on such Redemption Price Date from Interest Proceeds and Principal Proceeds of the amount amounts specified in clause (iii) above. The Collateral Manager or any of any such Partnership Preferred Securities and will give the Collateral Manager’s Affiliates or accounts managed by it shall have the right, subject to the Paying Agent irrevocable instructions same terms and authority conditions afforded to pay other bidders, to bid on Assets to be sold as part of an Optional Redemption or Tax Redemption.
(g) At least three Business Days (or such amounts shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) before any scheduled Redemption Date, the Issuer (or the Collateral Manager on its behalf) may, by written notice to the Trustee (who shall forward such notice to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed Notes and each Rating Agency and post such notice to the address Trustee Website), elect to either (i) postpone such scheduled Redemption Date by up to 15 Business Days or (ii) postpone the redemption date solely with respect to the most junior Class(es) of Secured Notes (the “Junior Redeemed Notes”) for up to 10 Business Days (the redemption date with respect to the Junior Redeemed Notes, the “Junior Notes Redemption Date”). In connection with an election pursuant to clause (ii) of the relevant Holder appearing preceding sentence, the Issuer (or the Collateral Manager on its behalf) shall (A) deliver notice of such election to each Rating Agency and the books and records Trustee (which shall forward such notice to the Holders of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall Junior Redeemed Notes) not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately later than two Business Days prior to the close original Redemption Date, which notice shall set forth the information specified in Section 9.4(b) solely with respect to the Junior Redeemed Notes and the Junior Notes Redemption Date and shall constitute an amendment to the original notice of business redemption and (B) deliver to the Trustee a certificate to the effect described in Section 9.4 above with respect to both the Secured Notes to be redeemed on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except original Redemption Date and the right of the Holders Junior Redeemed Notes to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made redeemed on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made Junior Notes Redemption Date. Interest on the immediately preceding Business Day in each case, with Junior Redeemed Notes will accrue to but excluding the same force and effect as if made on such date fixed for redemption. In the event that payment of the Junior Notes Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionDate.
Appears in 1 contract
Redemption Procedures. (ia) Notice If the Company elects to redeem any Series C Preferred Shares, the Company will provide notice to the Series C Holders of any redemption of Partnership the Series C Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities Shares to be redeemed redeemed, not fewer less than 30 nor days and not more than 60 days before the date fixed for redemptionredemption thereof (provided, however, that if the Series C Preferred Shares are held in book-entry form through the Depositary, the Company may give this notice in any manner permitted by the Depositary). For purposes of the calculation of the date of redemption and the dates on which notices are Any notice given pursuant to as provided in this Section 6.2(e)(i)2.6 will be conclusively presumed to have been duly given, a Redemption Notice shall be deemed to be given on whether or not the day Series C Holder receives such notice, and any defect in such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect provision of such notice to any Series C Holder shall of Series C Preferred Shares designated for redemption will not affect the validity redemption of any other Series C Preferred Shares. Each notice of redemption shall state:
(i) the redemption proceedings with respect to any other Holder.date;
(ii) In the event that redemption price;
(iii) if fewer than all the outstanding Partnership Series C Preferred Securities Shares are to be redeemed, the Partnership number of Series C Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities Shares to be redeemed; provided, that if, as a result and
(iv) the manner in which the Series C Holders of such pro rata redemption, Holders would hold fractional interests in the Partnership Series C Preferred Securities, the General Partner Shares called for redemption may adjust the amount obtain payment of the interest redemption price in respect of each Holder to be redeemed to avoid such fractional intereststhose shares.
(iiib) If notice of redemption of any Series C Preferred Shares has been given and if the Partnership gives funds necessary for such redemption have been deposited by the Company in trust with a Redemption Notice (which notice will be irrevocable)bank or the Depositary for the benefit of the Series C Holders of any Series C Preferred Shares so called for redemption, then by 12:00 noonfrom and after the redemption date such Series C Preferred Shares will no longer be deemed Outstanding for any purpose, New York City time, all distributions with respect to such Series C Preferred Shares shall cease to accrue on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price date and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of the Series C Holders of such Partnership Series C Preferred Securities so called for redemption Shares will ceaseterminate, except the right of the Holders to receive the Redemption Priceredemption price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. .
(c) In the event that case of any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment only part of the Redemption Price payable on such date Series C Preferred Shares at the time Outstanding, the Series C Preferred Shares to be redeemed will be made on selected either pro rata or by lot. Subject to the next succeeding Business Day provisions of this Series C Preferred Share Designation and applicable law, the Board of Directors will have the full power and authority to prescribe the terms and conditions upon which Series C Preferred Shares may be redeemed from time to time.
(and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment d) Any redemption of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company Series C Preferred Shares pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called Section 2.5 shall be effected only out of funds legally available for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionpurpose.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Fortress Transportation & Infrastructure Investors LLC)
Redemption Procedures. (ia) Notice of any redemption of, or notice of Partnership distribution of Company Preferred Securities in exchange for, the Trust Securities (a "Redemption Redemption/Distribution Notice") (which notice will be irrevocable) will be given by the Partnership Trust by mail to each Holder of Partnership Preferred Trust Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Company Securities. For purposes of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to this Section 6.2(e)(i)8.04, a Redemption Redemption/Distribution Notice shall be deemed to be given on the day such notice is first mailed, mailed by first-class mail, postage prepaid, to Holders of Partnership Preferred SecuritiesHolders. Each Redemption Redemption/Distribution Notice shall be addressed to the Holders of Partnership Preferred Securities Holder at the address of each such Holder appearing in the books and records of the PartnershipTrust. No defect in the Redemption Redemption/Distribution Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(iib) In the event that fewer than all the outstanding Partnership Preferred Trust Securities are to be redeemed, the Partnership Preferred Trust Securities to be redeemed shall be redeemed pro rata providedPro Rata from each Holder or pursuant to the rules of any securities exchange on which the Trust Preferred Securities are then listed, provided that, in the event Partnership respect of Trust Preferred Securities are registered in the name of and held in book-entry only form of record by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures) or any nominee, the amount distribution of the interest proceeds of such redemption will be made to each Clearing Agency Participant (or Person on whose behalf such nominee holds such securities) in accordance with the Partnership Preferred procedures applied by such agency or nominee.
(c) If Trust Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder are to be redeemed to avoid such fractional interests.
(iii) If and the Partnership Trust gives a Redemption Notice (which notice will be irrevocable)Redemption/Distribution Notice, and if the Company or the Guarantor has paid to the Property Trustee a sufficient amount of cash in connection with the related redemption of Company Securities, then (A) while the Trust Preferred Securities are in book-entry only form, by 12:00 noon9:00 am, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, Property Trustee will irrevocably deposit irrevocably with DTC or its nominee (or successor Clearing Agency or its nominee) funds sufficient to pay the applicable Redemption Price with respect to the Trust Preferred Securities and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price of the amount of any such Partnership Preferred Securities and will give to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders of Partnership the Trust Preferred Securities, upon surrender and (B) with respect to Trust Preferred Securities issued in definitive form and Trust Common Securities, the Property Trustee will pay the relevant Redemption Price to the Holders of their certificates, such Trust Securities by check, check mailed to the address of the relevant Holder appearing on the books and records of the Partnership Trust on the redemption date; provided. If a Redemption/Distribution Notice shall have been given and funds deposited as required, howeverif applicable, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds then immediately prior to the Holder by 12:00 Noonclose of business on the date of such deposit, New York City time, or on the redemption date, as applicable, Dividends will cease to accumulate on the Trust Securities so called for redemption and all rights of Holders will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price. If any date fixed for redemption of Trust Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day (without any reduction in interest or other payments in respect of such early payment). If payment of the Redemption Price in respect of any Trust Securities is improperly withheld or refused and not paid either by the Property Trustee or by the Guarantor pursuant to the Trust Securities Guarantee, Dividends on such Trust Securities will continue to accumulate at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions Dividends which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Trust Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Trust Securities will not accumulate Distributions Dividends or bear interest. In Neither the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of Regular Trustees nor the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership Trust shall not be required to register or cause to be registered the transfer of any Partnership Preferred Trust Securities which that have been called for redemption.
(d) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Guarantor or its subsidiaries may at any time and from time to time purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Samples: Trust Agreement (Abn Amro Bank Nv)
Redemption Procedures. (a) Within 30 days following the Change of Control Triggering Event, or at the option of the Company, prior to the Change of Control Triggering Event but after the public announcement of the of the pending Change of Control, if the Company has not sent a redemption notice for all the Senior Notes in connection with an optional redemption permitted by this First Supplemental Indenture, the Company shall mail a notice to each registered Holder, with a copy to the Trustee, briefly describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase Senior Notes on the date specified in such notice, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. The Change of Control Offer shall remain open for at least 30 days following its commencement (the “Change of Control Offer Period”). Upon expiration of the Change of Control Offer Period, the Company shall promptly purchase all Senior Notes properly tendered in response to the Change of Control Offer.
(b) On or before the Change of Control Payment Date, the Company will (i) Notice of any redemption of Partnership Preferred Securities (a "Redemption Notice") will be given by the Partnership by mail to each Holder of Partnership Preferred Securities to be redeemed not fewer than 30 nor more than 60 days before the date fixed accept for redemption. For purposes of the calculation of the date of redemption and the dates on which notices are given payment Senior Notes or portions thereof properly tendered pursuant to this Section 6.2(e)(i)the Change of Control Offer, a Redemption Notice shall be deemed to be given on the day such notice is first mailed, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities at the address of each such Holder appearing in the books and records of the Partnership. No defect in the Redemption Notice or in the mailing thereof with respect to any Holder shall affect the validity of the redemption proceedings with respect to any other Holder.
(ii) In deposit with the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, that, in the event Partnership Preferred Securities are held in book-entry only form by DTC or its nominee (or any successor Clearing Agency or its nominee), DTC will reduce, in accordance with DTC's customary procedures, the amount of the interest of each Clearing Agency Participant in the Partnership Preferred Securities to be redeemed; provided, that if, as a result of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interests.
(iii) If the Partnership gives a Redemption Notice (which notice will be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds Paying Agent cash sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority to pay the Redemption Price in respect Change of the Partnership Preferred Securities held through DTC in global form or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Control Purchase Price of the amount of any such Partnership Preferred Securities all Senior Notes so tendered and will give (iii) deliver to the Trustee Senior Notes so accepted together with an Officer’s Certificate listing the Senior Notes or portions thereof being purchased by the Company. The Paying Agent irrevocable instructions and authority to promptly will pay such amounts to the Holders of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed Senior Notes so accepted an amount equal to the address Change of Control Purchase Price, for such Senior Notes, and the Trustee promptly will authenticate and mail, or cause to be transferred by book-entry, to each Holder new Senior Notes equal in principal amount to any unpurchased portion of the relevant Holder appearing on the books and records of the Partnership on the redemption dateSenior Notes surrendered, if any; provided, however, provided that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash each such new Senior Note shall be made in a principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. Any Senior Notes so accepted for payment shall cease to accrue interest on and after the Change of Control Payment Date. Any Senior Notes not so accepted will be delivered promptly by wire in same day funds the Company to the Holder by 12:00 Noon, New York City time, on thereof. The Company publicly will announce the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction results of the foregoing conditions, then immediately prior to the close Change of business Control Offer on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and as soon as practicable after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption Change of Partnership Preferred Securities is not a Business Day, then payment Control Payment Date.
(c) Any Change of the Redemption Price payable on such date Control Offer will be made on the next succeeding Business Day (in compliance with any and without any interest in respect of any such delay)all applicable laws, except thatrules and regulations, including, if such Business Day falls in applicable, Regulation 14E under the next calendar year, such payment will be made on Exchange Act and the immediately preceding Business Day in each case, with the same force rules thereunder and effect as if made on such date fixed for redemptionany and all other applicable United States Federal and state securities laws. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to To the extent that payment the provisions of any securities laws or regulations conflict with the provisions of this Section 302, the Company’s compliance or compliance by FirstEnergy, as the case may be, with such interest is legally availablelaws and regulations shall not in and of itself cause a breach of their obligations under this Section 302.
(d) This Section 302 shall be applicable, from except as described in this Section 302, following a Change of Control Triggering Event notwithstanding any optional redemption rights of the original redemption date until Company that may be set forth in this First Supplemental Indenture.
(e) Notwithstanding the Redemption Price is actually paid. The Partnership foregoing, the Company shall not be required to register or cause make a Change of Control Offer upon 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 herein applicable to be registered a Change of Control Offer made by the transfer Company and purchases all Senior Notes properly tendered and not withdrawn under the Change of any Partnership Preferred Securities which have been called for redemptionControl Offer.
Appears in 1 contract
Samples: First Supplemental Indenture (FirstEnergy Solutions Corp.)
Redemption Procedures. (ia) Notice In the event of any redemption pursuant to Section 9.2, the written direction of Partnership Preferred Securities a Majority of the Subordinated Notes (and in the case of a "Redemption Notice"Refinancing, the consent of the Collateral Manager and the U.S. Retention Provider) will shall be provided to the Issuer, the Trustee, the Collateral Agent, the Loan Agent and the Collateral Manager not later than 10 days (or such shorter period of time as the Trustee, the Collateral Agent, the Loan Agent and the Collateral Manager find reasonably acceptable) prior to the Business Day on which such redemption is to be made (which date shall be designated in such notice). In the event of any redemption pursuant to Section 9.2 or 9.3, a notice of redemption shall be given by the Partnership Trustee by mail overnight delivery service (or through the applicable procedures of DTC), postage prepaid, mailed not later than 4 Business Days prior to the applicable Redemption Date, to each Holder of Partnership Preferred Securities Debt, at such Holder’s address in the Register.
(b) All notices of redemption delivered pursuant to Section 9.4(a) shall state:
(i) the applicable Redemption Date;
(ii) the Redemption Prices of the Debt to be redeemed;
(iii) all of the Secured Debt that is to be redeemed not fewer than 30 nor more than 60 days before is to be redeemed in full and that interest on such Secured Debt shall cease to accrue on the date fixed Business Day specified in the notice;
(iv) the place or places where Debt is to be surrendered for redemption. For purposes payment of the calculation Redemption Prices, which shall be the office or agency of the date Issuer to be maintained as provided in Section 7.2; and
(v) if all Secured Debt is being redeemed, whether the Subordinated Notes are to be redeemed in full on such Redemption Date and, if so, the place or places where the Subordinated Notes are to be surrendered for payment of the Redemption Prices, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2.
(c) The Issuer may withdraw any such notice of redemption and the dates on which notices are given delivered pursuant to this Section 6.2(e)(i), a 9.2 up to the Business Day prior to the proposed Redemption Date by written notice to the Trustee.
(d) Notice of redemption pursuant to Section 9.2 or 9.3 shall be deemed to be given on by the day such notice is first mailedIssuer or, upon an Issuer Order, by first-class mail, postage prepaid, to Holders of Partnership Preferred Securities. Each Redemption Notice shall be addressed to the Holders of Partnership Preferred Securities Trustee in the name and at the address of each such Holder appearing in the books and records expense of the PartnershipIssuer. No Failure to give notice of redemption, or any defect in the Redemption Notice or in the mailing thereof with respect therein, to any Holder of any Debt selected for redemption shall not impair or affect the validity of the redemption proceedings with respect to of any other HolderDebt.
(iie) In Unless Refinancing Proceeds are being used to redeem the event that fewer than all the outstanding Partnership Preferred Securities are to be redeemed, the Partnership Preferred Securities to be redeemed shall be redeemed pro rata provided, thatSecured Debt in whole or in part, in the event Partnership Preferred Securities are held of any redemption pursuant to Section 9.2 or 9.3, no Secured Debt may be optionally redeemed unless (i) at least five Business Days before the scheduled Redemption Date the Collateral Manager shall have furnished to the Trustee, the Collateral Agent and the Loan Agent evidence, in book-entry only a form by DTC or its nominee reasonably satisfactory to the Trustee, the Collateral Agent and the Loan Agent (or any successor Clearing Agency or its nomineewhich may be in the form of a certificate of a Responsible Officer of the Collateral Manager), DTC will reducethat the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with a financial or other institution or institutions whose short-term unsecured debt obligations (other than such obligations whose rating is based on the credit of a Person other than such institution) are rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “F1” by Fitch to purchase (directly or by participation, merger or other arrangement), not later than the Business Day immediately preceding the scheduled Redemption Date in immediately available funds, all or part of the Assets at a purchase price at least sufficient, together with the Eligible Investments maturing, redeemable or putable to the issuer thereof at par on or prior to the scheduled Redemption Date, to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable and in accordance with DTC's customary proceduresthe Priority of Payments, and redeem the applicable Class of Secured Debt on the scheduled Redemption Date (and after giving effect to payment on any applicable Redemption Distribution Dates) at the applicable Redemption Prices (or, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Trustee, the Collateral Agent and the Loan Agent that, in its judgment, the aggregate sum of (A) expected proceeds from the sale of Eligible Investments, and (B) the Market Value of each Collateral Obligation is expected to exceed the sum of (x) the aggregate Redemption Prices (or in the case of any Class of Secured Debt, such other amount that the Holders of such Class have elected to receive, where Holders of such Class have elected to receive less than 100% of the interest Redemption Price that would otherwise be payable to the Holders of such Class) of the applicable Class of Secured Debt and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, in each Clearing Agency Participant case, as applicable and in accordance with the Partnership Preferred Securities Priority of Payments (after giving effect to payments on any Redemption Distribution Date). Any certification delivered by the Collateral Manager pursuant to this Section 9.4(e) shall include (1) the prices of, and expected proceeds from, the sale (directly or by participation, merger or other arrangement) of any Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any Holder of Debt, the Collateral Manager or any of their Affiliates or accounts managed thereby or by any of their respective Affiliates shall have the right, subject to the same terms and conditions afforded to other bidders, to bid on Assets to be redeemed; provided, that if, sold as a result part of such pro rata redemption, Holders would hold fractional interests in the Partnership Preferred Securities, the General Partner may adjust the amount of the interest of each Holder to be redeemed to avoid such fractional interestsan Optional Redemption or Tax Redemption.
(iiif) If the Partnership gives a Redemption Notice (which notice will Class or Classes of Secured Debt is redeemed in connection with a Refinancing in part by Class, Refinancing Proceeds, together with Partial Refinancing Interest Proceeds, and/or Contributions of Cash, shall be irrevocable), then by 12:00 noon, New York City time, on the redemption date, the Partnership (A) if the Partnership Preferred Securities are in book-entry only form with DTC, will deposit irrevocably with DTC funds sufficient to pay the applicable Redemption Price and will give DTC irrevocable instructions and authority used to pay the Redemption Price in respect Price(s) of the Partnership Preferred Securities held through DTC in global form such Class or (B) if the Partnership Preferred Securities are held in certificated form, will deposit with the Paying Agent, funds sufficient to pay the applicable Redemption Price Classes of the amount of any such Partnership Preferred Securities and will give Secured Debt without regard to the Paying Agent irrevocable instructions and authority to pay such amounts to the Holders Priority of Partnership Preferred Securities, upon surrender of their certificates, by check, mailed to the address of the relevant Holder appearing on the books and records of the Partnership on the redemption date; provided, however, that for so long as the Trust or the Property Trustee of the Trust shall hold the Partnership Preferred Securities, payment of cash shall be made by wire in same day funds to the Holder by 12:00 Noon, New York City time, on the redemption date. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. Upon satisfaction of the foregoing conditions, then immediately prior to the close of business on the date of such deposit or payment, all rights of Holders of such Partnership Preferred Securities so called for redemption will cease, except the right of the Holders to receive the Redemption Price, but without interest on such Redemption Price, and from and after the date fixed for redemption, such Partnership Preferred Securities will not accumulate Distributions or bear interest. In the event that any date fixed for redemption of Partnership Preferred Securities is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding Business Day (and without any interest in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day in each case, with the same force and effect as if made on such date fixed for redemption. In the event that payment of the Redemption Price is improperly withheld or refused and not paid by either the Partnership or the Company pursuant to the Partnership Guarantee, Distributions on the Partnership Preferred Securities called for Redemption will continue to accumulate, to the extent that payment of such interest is legally available, from the original redemption date until the Redemption Price is actually paid. The Partnership shall not be required to register or cause to be registered the transfer of any Partnership Preferred Securities which have been called for redemptionPayments.
Appears in 1 contract
Samples: Indenture (GOLUB CAPITAL BDC, Inc.)
