Redemption Procedures. One Business Day prior to the Redemption Date, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issued.
Appears in 5 contracts
Samples: Eighth Supplemental Indenture (Cit Group Inc), First Supplemental Indenture (Cit Group Inc), Fifth Supplemental Indenture (Cit Group Inc)
Redemption Procedures. One Business Day (a) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business.
(b) The notice of redemption shall deposit with state: (a) the Paying Agent immediately available funds Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in an amount sufficient the manner herein provided shall be conclusively presumed to payhave been given whether or not the Holder receives said notice.
(c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the aggregate Redemption Price for Notes being redeemed. If redemption price therein specified, and from and after such date (unless the Company gives an irrevocable notice shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with respect to said notice, the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and Debenture shall be paid by the Company has paid at the redemption price, together with accrued interest to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, .
(d) If the Paying Agent Debenture shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price principal shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for rate borne by the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedDebenture.
Appears in 5 contracts
Samples: Convertible Debenture (Natural Wonders Inc), Convertible Debenture (Natural Wonders Inc), Convertible Debenture (Natural Wonders Inc)
Redemption Procedures. One Business Day prior (a) At least 30 days but not more than 60 days before a redemption date, the Trust shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed and shall state:
(i) the redemption date;
(ii) the redemption price;
(iii) the name and address of the Paying Agent;
(iv) that Securities called for redemption must be surrendered to the Redemption DatePaying Agent to collect the redemption price;
(v) that Distributions on Securities called for redemption cease to accrue on and after the redemption date; and
(vi) any other information as may be required by the terms of the Securities being redeemed. At the Trust's request, the Company Property Trustee shall give the notice of redemption in the Trust's name and at its expense.
(b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and 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 Preferred Securities shall relate, in the case of any Preferred Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Preferred Securities which has been or is to be redeemed.
(c) Once notice of redemption is mailed as provided in Section 7.4(a), Securities called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accumulated Distributions to the redemption date.
(d) On or before the redemption date; PROVIDED that the Debenture Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption of the Debentures, the Property Trustee shall deposit with the Paying Agent immediately available funds in an amount money sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds redemption price of and accumulated and unpaid Distributions, if any, on all Securities to be redeemed on that date.
(e) Subject to the Holders of beneficial interests foregoing and applicable law (including, without limitation, United States federal securities laws), the Sponsor or its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest open market or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedby private agreement.
Appears in 2 contracts
Samples: Trust Agreement (Fonovisa Inc), Trust Agreement (Disney Capital Trust I)
Redemption Procedures. One Business Day (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the Redemption Dateexpiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall deposit furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable time of mailing of any notice of redemption the Company shall not have deposited with respect the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the Notes pursuant to Section 3.2 hereof in connection with an optional date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the Company has paid to the Paying Agent the Redemption Price redemption price at which Securities of the Notes that series are to be redeemed, thenand shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, on upon presentation and surrender of such Securities, that interest accrued to the Redemption Datedate fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds notice to the Holders holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect Securities of any such delay). Interest that series to be paid redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on or before and after the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid date, upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered NotesSecurity, a new Notes Security or Securities of such series in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall thereof will be issued.
(b) The Company shall give the Trustee at least 45 days' notice in advance of the date fixed for redemption (unless the Trustee shall agree to a shorter period) and, in the case of redemption of less than all the Securities of a series, as to the aggregate principal amount of Securities of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and which may provide for the selection of a portion or portions (equal to $1,000 or any integral multiple thereof, subject to Sections 2.01(xi) and (xiv)) of the principal amount of such Securities of a denomination larger than $1,000 (subject as aforesaid), the Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or in part. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Authorized Officer, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 2 contracts
Samples: Subordinated Note Indenture (Anthem Inc), Senior Note Indenture (Anthem Inc)
Redemption Procedures. One Business Day In connection with any redemption pursuant to Section 11.01 hereof:
(a) in the case of an Optional Redemption, the Issuer shall, at least 15 days prior to the Redemption Date, notify the Company shall deposit with Trustee and the Paying Agent immediately available funds Holders of the Notes in writing of the Optional Redemption and, in the case of an amount sufficient Auction Call Redemption, the Trustee shall, as soon as reasonably practical after the Auction and, in any event, prior to pay, on the Redemption Date, notify the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price Holders of the Notes to be redeemedin writing of the Auction Call Redemption;
(b) in the case of an Optional Redemption, thenthe Issuer and, in the case of the Auction Call Redemption, the Winning Bidder, shall deposit in the Collection Account on the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from immediately preceding the Redemption Date at least the Coupon Rate. In exchange for amounts described in Section 11.02(c);
(c) in the unredeemed portion case of an Optional Redemption, the Issuer shall deliver an Issuer Order directing the Trustee to and the Trustee shall, and, in the case of the Auction Call Redemption, the Trustee shall (without any Issuer Order), make payment on the Redemption Date of the sum of (A) the Redemption Price plus, (B) fees, expenses and other reimbursable amounts owing to the Noteholders, the Transferor, the Trustee (including any expenses related to the Auction Call Redemption), the Securities Intermediary, the Custodian, the Back-up Servicer and the Servicer under the Transaction Documents; and
(d) upon delivery to the Trustee, the Noteholders, the Custodian, the Paying Agent, and the Back-up Servicer of such surrendered Notesdocuments and an Officer’s Certificate from the Servicer certifying that (1) the amounts required to be deposited into the Collection Account shall have been deposited and (2) the requirements of this Article XI have been satisfied, new Notes the Trustee shall release its interest in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedentire Collateral as provided in Section 11.05.
Appears in 2 contracts
Samples: Indenture (LEAF Equipment Finance Fund 4, L.P.), Indenture (LEAF Equipment Finance Fund 4, L.P.)
Redemption Procedures. One Business Day prior to In the Redemption Datecase of redemption, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable upon notice of redemption with respect to the Notes having been given pursuant to Section 3.2 hereof in connection with an optional redemption2.04(a) or (b), and the Company has paid to the Paying Agent the Redemption Price of as applicable, the Notes to be redeemed, thenso redeemed shall, on the Redemption Dateredemption date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions become due and authority to pay payable at the Redemption Price in immediately available funds to therein specified, and from and after such date (unless the Holders of beneficial interests Company shall default in the Global Notes. If any Redemption Date is not a Business Day, then payment of the Redemption Price and accrued interest, if any) such Notes shall cease to bear or accrue any interest. Upon surrender of Notes for redemption in accordance with said notice, such Notes shall be payable on paid by the next Business Day (and without Company at the Redemption Price, together with any accrued but unpaid interest or other payment in respect to, but not including, the redemption date provided that installments of any such delay). Interest to be paid interest whose Stated Maturity Date is on or before prior to the Redemption Date for any Notes called for redemption shall date will be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the Regular relevant Record Date for according to their terms and the related provisions of Section 2.10, unless, in connection with a redemption date falling on an Interest Payment DatesDate, the Notes of the particular series provide that interest payable on an Interest Payment Date that is a redemption date shall be paid to the Person to whom principal is payable. In case of any redemption by the Company, the Company shall, at least forty-five (45) days prior to the redemption date fixed by the Company (unless a shorter notice shall be satisfactory to the Indenture Trustee), notify the Indenture Trustee by an Officer's Certificate of such redemption date, and of the principal amount of Notes to be redeemed. In the case of any redemption of Notes (i) prior to the expiration of any restriction on such redemption provided in the terms of such Notes or elsewhere in this Indenture, or (ii) which is subject to a condition specified in the terms of such Notes or elsewhere in this Indenture, the Company shall furnish the Indenture Trustee with an Officer's Certificate evidencing compliance with such restriction or condition. All notices to Holders of redemption shall state:
(i) the redemption date;
(ii) the Redemption Price or, if not then ascertainable, the manner of calculation thereof;
(iii) that on the redemption date the Redemption Price will become due and payable on the Notes to be redeemed and that interest thereon will cease to accrue on and after said date; and
(iv) the place or places where the Notes to be redeemed are to be surrendered for payment of the Redemption Price. Notice of redemption of Notes to be redeemed by the Company shall be given by the Company or, at the Company's request, by the Indenture Trustee in the name and at the expense of the Company. If any less than all Notes of a series are to be redeemed (unless such redemption affects only a single Note), the particular Notes of such series to be redeemed shall be selected not more than seventy-five (75) days prior to the redemption date by the Indenture Trustee from the Outstanding Notes of such series not previously called for redemption are not so paid upon surrender thereof for redemption, by such method as the Redemption Price shall, until paid, bear interest from Indenture Trustee shall deem fair and appropriate and which may provide for the Redemption Date at selection for redemption of a portion of the Coupon Rate. In exchange for principal amount of any Note of such series; provided that the unredeemed portion of the principal amount of any Note of such surrendered Notes, new Notes series shall be in an aggregate authorized denomination (which shall not be less than the minimum authorized denomination) for Notes of such series. The Indenture Trustee shall promptly notify the Company in writing of the Notes selected for redemption as aforesaid and, in the case of any Notes of a series selected for partial redemption as aforesaid, the principal amount equal thereof to be redeemed. The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Note, whether such Note is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Note shall be in an authorized denomination (which shall not be less than the minimum denomination) for such surrendered Note. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be issuedredeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.
Appears in 2 contracts
Samples: Indenture (Governor & Co of the Bank of Ireland), Indenture (Governor & Co of the Bank of Ireland)
Redemption Procedures. One Business Day prior to the Redemption Date, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable (a) A notice of redemption with respect to the Notes delivered pursuant to Section 3.2 hereof (the “Redemption Notice”) or Mandatory Change of Control Offer, if mailed in connection with an optional redemptionthe manner herein provided, and shall be conclusively presumed to have been duly given, whether or not the Company has paid Holder receives such notice. In any case, failure to give such Redemption Notice or Mandatory Change of Control Offer by mail or any defect in the Redemption Notice or Mandatory Change of Control Offer to the Paying Agent Holder of any Note designated for redemption in whole or in part shall not affect the Redemption Price validity of the Notes proceedings for the redemption of any other Note. With respect to a Note that is to be redeemed, then, on the Redemption Dateredeemed in part only, the Paying Agent shall irrevocably deposit such funds with portion of the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest principal amount thereof to be paid on or before redeemed and after the Redemption Date for any Notes called for date of redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid thereof, upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered NotesNote, a new Notes Note in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes thereof shall be issued.
(b) If fewer than all of the outstanding Notes are to be redeemed pursuant to a Redemption Notice, the Issuer shall select the Notes to be redeemed on a pro rata basis.
(c) The Issuer may not redeem any Notes pursuant to Section 3.2 on any date if the principal amount of the Notes has been accelerated in accordance with the terms of the Notes and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from an Event of Default by the Issuer in the payment of the redemption price with respect to such Notes).
(d) In the event of any redemption of the Notes in accordance with this Section 3.4, the Issuer shall not be required to issue, register the transfer of or exchange any Note during the fifteen (15) calendar day period prior to the date on which the Redemption Notice is deemed to have been given to all Holders of Notes to be redeemed, or register the transfer of or exchange any Notes so selected for redemption, in whole or in part, except the portion of any Notes being redeemed in part that shall not be redeemed.
Appears in 2 contracts
Samples: Equity Purchase Agreement (ARC Properties Operating Partnership, L.P.), Equity Purchase Agreement (RCS Capital Corp)
Redemption Procedures. One Business Day prior (a) If fewer than all of the principal of and accrued interest on the Notes are to the Redemption Datebe redeemed, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient redeem a pro rata portion of each Note then outstanding.
(b) At least 30 days but not more than 60 days before a redemption pursuant to pay, on the Redemption DateSection 3, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable shall mail a notice of redemption with respect to the each Holder whose Notes pursuant are to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of be redeemed. The notice shall: (i) identify the Notes to be redeemedredeemed and shall state the redemption date; (ii) state the redemption price; (iii) indicate, then, on the Redemption Dateif any Note is being redeemed in part, the Paying Agent shall irrevocably deposit portion of the principal amount of such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest Note to be paid on or before redeemed and that, after the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid date, upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered NotesNote, a new Note or Notes in an aggregate principal amount equal to the unredeemed portion will be issued; (iv) state that Notes called for redemption must be surrendered to the Company to collect the redemption price; and (v) state that interest on the Notes called for redemption ceases to accrue on and after the redemption date, unless the Company has defaulted on the payment of the redemption price.
(c) In the event a Mandatory Redemption Event shall occur, at the sole option of the Holders of a majority in principal amount of the Notes, Holders may elect to have the Company mandatorily redeem Notes pursuant to Section 4 by mailing a notice of such surrendered election to the Company within 60 days of the occurrence of such Mandatory Redemption Event. The notice shall: (i) identify the Notes to be redeemed and shall state the date upon which the Mandatory Redemption Event occurred; (ii) state the redemption date (as set forth in subsection (d)); and (iii) indicate, if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued.
(d) The redemption date with respect to any redemption effected in the case of a Mandatory Redemption Event shall be a date not earlier than the fifth day nor later than the 30th day following the receipt by the Company of the notice thereof pursuant to Section 5(c).
(e) Once notice of redemption is given, Notes called for redemption become due and payable on the redemption date at the redemption price.
(f) Upon surrender of a Note that is redeemed in part, the Company shall issue a new Note equal in principal amount to the unredeemed portion of the Note surrendered.
Appears in 2 contracts
Samples: Senior Subordinated Exchangeable Note (Eftc Corp/), Senior Subordinated Exchangeable Note (Eftc Corp/)
Redemption Procedures. One Business Day (a) In the event of any redemption pursuant to Section 9.2, the written direction of 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 shorter time period is reasonably acceptable to the Trustee, the Collateral Manager and the Issuer) 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 Trustee by overnight delivery service, postage prepaid, mailed not later than nine Business Days prior to the applicable Redemption Date, to each Holder of Notes, at such Holder’s address in the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice Register and each Rating Agency.
(b) All notices of redemption with respect to the Notes delivered pursuant to Section 3.2 hereof in connection with an optional redemption, and 9.4(a) shall state:
(i) the Company has paid to the Paying Agent applicable Redemption Date;
(ii) the Redemption Price Prices of the Notes to be redeemed, then, ;
(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 Payment 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 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 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 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 Notes are notified of such redemption in accordance with Section 9.4(a), at the written direction of 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 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 of any other Notes.
(e) Unless Refinancing Proceeds are being used to redeem the Secured Notes in whole, in the event 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 (which may be an Officer’s certificate of the Collateral Manager), 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 rated, or guaranteed by a Person whose short-term unsecured debt obligations are rated, at least “A-1” by S&P and at least “P-1” by Moody’s 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, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Collateral Management Fees payable in connection with such Optional Redemption or Tax Redemption, as applicable, and redeem the Secured Notes on the scheduled Redemption Date at the applicable 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, 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 immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall that would otherwise be payable to the Holders on of such Class), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Regular Record Date 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) for each Collateral Obligation, the related Interest Payment Dates. If 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 any Notes called for redemption are not so paid upon surrender thereof for redemptionClass of Secured Notes, such other amount that the Holders of such Class have elected to 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 shall, until paid, bear interest from that would otherwise be payable to the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion Holders of such surrendered Class) of the Secured Notes and (y) all Administrative Expenses (regardless of the Administrative Expense Cap) and Collateral Management Fees payable in 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 Collateral Obligations and/or Eligible Investments and (2) all calculations required by this Section 9.4(e). Any holder of Notes, new Notes in an aggregate principal amount equal the Originator, the Collateral Manager or any of their Affiliates or accounts managed thereby or by their respective affiliates shall have the right, subject to the unredeemed portion same terms and conditions afforded to other bidders, to bid on Assets to be sold as part of such surrendered Notes shall be issuedan Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture (KCAP Financial, Inc.)
Redemption Procedures. One (a) In the event of any redemption pursuant to Section 9.1, the Issuer (or, upon an Issuer Order, the Trustee in the name and at the expense of the Issuer) shall give notice of redemption not later than two Business Day Days prior to the applicable Redemption Date, to each Holder of Notes, at such Holder's address in the Company Note Register. Notes called for redemption in whole must be surrendered at the office of any Paying Agent.
(b) All notices of redemption delivered pursuant to Section 9.2(a) shall deposit state:
(i) the applicable Redemption Date;
(ii) the expected Redemption Prices of the Notes to be redeemed that will be paid to Holders ratably in accordance with Section 9.1 of the Paying Agent immediately available funds Indenture on the applicable Redemption Date;
(iii) that the applicable portion of the Notes to be redeemed are to be redeemed in an amount sufficient full and that the applicable portion of such Notes shall cease to pay, be entitled to receive pro rata distributions of Interest Collections and Principal Collections on the Redemption Date, Date specified in the aggregate Redemption Price for Notes being redeemed. notice.
(c) If the Company gives an irrevocable notice amount of redemption with respect Voluntary Contribution/Sale by the Sole Shareholder and/or the proceeds of any Sale of the Portfolio Assets are not sufficient to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent pay the Redemption Price of the applicable portion of the Notes to be that would otherwise have been redeemed, then, including as a result of the failure of any Sale of all or any portion of the Portfolio Assets to settle on the Business Day immediately preceding the applicable Redemption Date, (i) the Paying Agent shall irrevocably deposit applicable portion of the Notes will be due and payable on such funds with Redemption Date and the Depository. The Company shall also give the Depository irrevocable instructions and authority failure to pay the Redemption Price for such applicable portion of the Notes shall constitute an Event of Default hereunder and (ii) all available proceeds from the Sale of the Portfolio Assets (net of any expenses incurred in immediately available funds connection with such Sale) will be distributed and the Aggregate Outstanding Amount of the Notes shall be reduced by the amount of such distribution.
(d) Notice of redemption pursuant to Section 9.2(a) shall be given by the Holders of beneficial interests Issuer or, upon an Issuer Order, by the Trustee in the Global Notesname and at the expense of the Issuer. If Failure to give notice of redemption, or any Redemption Date is not a Business Daydefect therein, then the Redemption Price shall be payable on the next Business Day (and without to any interest or other payment in respect Holder of any such delay). Interest to be paid on or before the Redemption Date for any Notes called Note selected for redemption shall be payable not impair or affect the validity of the redemption of any other Notes.
(e) Notwithstanding anything to the Holders on the Regular Record Date for the related Interest Payment Dates. If contrary in Article 9, with respect to any redemption (or proposed redemption) of Notes called for redemption are not so paid upon surrender thereof for redemptionhereunder, the Redemption Price shallprovisions of this Article 9 may be waived or modified with the written consent of the Issuer, until paid, bear interest from the Redemption Date at Collateral Manager and the Coupon RateValuation Agent. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes The Trustee shall be issuedfully protected by relying solely on any such written consent (without the need to obtain an opinion of counsel described in Article 9).
Appears in 1 contract
Samples: Indenture (BC Partners Lending Corp)
Redemption Procedures. One Business Day (a) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to the Holder, at the address appearing in the Debenture Register and to the Company at its principal place of business.
(b) The notice of redemption shall deposit with state: (a) the Paying Agent immediately available funds Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the Debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment of the redemption price. Any notice that is mailed in an amount sufficient the manner herein provided shall be conclusively presumed to payhave been given whether or not the Holder receives said notice.
(c) Notice of redemption having been given as aforesaid, the Debenture shall, on the Redemption Date, become due and payable at the aggregate Redemption Price for Notes being redeemed. If redemption price therein specified, and from and after such date (unless the Company gives an irrevocable notice shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the Debenture for redemption in accordance with respect to said notice, the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and Debenture shall be paid by the Company has paid at the redemption price, together with accrued interest to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, .
(d) If the Paying Agent Debenture shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price principal shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for rate borne by the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedDebenture.
Appears in 1 contract
Samples: Convertible Debenture (Anchor Pacific Underwriters Inc)
Redemption Procedures. One Business Day Not more than 60 nor less than 30 days prior to the Redemption Dateredemption date, the Company notice by first class mail, postage prepaid, shall deposit with the Paying Agent immediately available funds in an amount sufficient be given to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice each Holder of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes Debentures to be redeemed, then, on at such Holder’s address as it shall appear upon the Redemption Datestock transfer books of the Company. Each such notice of redemption shall specify the date fixed for redemption, the Paying Agent redemption price, the place or places of payment and that payment will be made upon presentation and surrender of the Debentures to be redeemed. Any notice that is mailed as herein provided shall irrevocably deposit be conclusively presumed to have been duly given, whether or not the Holder receives such funds with the Depository. The Company shall also notice; and failure to give the Depository irrevocable instructions and authority to pay the Redemption Price such notice by mail, or any defect in immediately available funds such notice, to the Holders of beneficial interests in any Debentures designated for redemption shall not affect the Global Notes. If any Redemption Date is not a Business Day, then validity of the Redemption Price shall be payable on proceedings for the next Business Day (and without any interest or other payment in respect redemption of any other Debenture. On or after the date fixed for redemption as stated in such delay). Interest to be paid on or before notice, each Holder of the Redemption Date for any Notes Debentures called for redemption shall be payable surrender such Debentures to the Holders on Company at the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price shallPrice. Upon surrender of a Debenture that is redeemed in part, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, a new Notes Debenture equal in an aggregate principal amount equal to the unredeemed portion of such the Debenture surrendered Notes shall be issuedissued to the Holder. If such notice of redemption shall have been so mailed and if, on or prior to the redemption date specified in such notice all funds necessary for such redemption shall have been set aside by the Company, separate and apart from its other funds, in trust for the account of the Holders of the Debentures so to be redeemed (so as to be and continue to be available therefor), then on and after the redemption date, notwithstanding that any certificate for the Debentures so called for redemption shall not have been surrendered for cancellation, all Debentures with respect to which such notice shall have been mailed and such funds which shall have been set aside shall be deemed to be no longer outstanding and all rights with respect to such Debentures so called for redemption shall forthwith cease and terminate, except the right of the Holders thereof to receive the amount payable on redemption thereof (including an amount equal to accrued and unpaid interest to the redemption date) without interest thereon. However, if such notice of redemption shall have been so mailed and if, prior to the redemption date specified in such notice, all said funds necessary for such redemption shall have been irrevocably deposited in trust, for the account of the Holders of the Debentures so to be redeemed (so as to be and continue to be available therefor), with a corporation organized and doing business under the laws of the United States or any State thereof or of the District of Columbia (or a corporation or other person permitted to act as a trustee by the Securities and Exchange Commission) authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $500,000,000 and subject to supervision or examination by Federal, State or District of Columbia authority, then, upon the making of such irrevocable deposit and without awaiting the redemption date, all Debentures with respect to which such notice shall have been so mailed and such funds which shall have been so irrevocably deposited shall be deemed to be no longer outstanding, and all rights with respect to such Debentures so called for redemption shall forthwith cease and terminate except the right of the Holders thereof on or after the redemption date to receive out of the funds so irrevocably deposited in trust the amount payable upon redemption thereof (including an amount equal to accrued and unpaid interest to the redemption date) without interest thereon. The Holder of any Debenture redeemed upon any exercise of the Company’s redemption right shall not be entitled to receive payment of the redemption price for such Debentures until such Holder shall cause to be delivered to the place specified in the notice given with respect to such redemption (i) the Debentures to be redeemed and (ii) transfer instrument(s) satisfactory to the Company and sufficient to transfer such Debentures to the Company free of any adverse interest. No interest shall accrue on any Debentures after its redemption date.
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (McCormick & Schmick Holdings, L.L.C.)
Redemption Procedures. One Business Day prior (a) If fewer than all of the Notes are to the Redemption Datebe redeemed, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of select the Notes to be redeemed, then, redeemed on the Redemption Datea substantially pro rata basis among Noteholders.
(b) At least 30 days but not more than 60 days before a redemption date, the Paying Agent Company shall irrevocably deposit such funds with the Depositorymail a notice of redemption to each Holder whose Notes are to be redeemed. The Company shall also give notice shall: (i) identify the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest Notes to be paid on or before redeemed and shall state the Redemption Date for redemption date; (ii) state the redemption price; (iii) indicate, if any Notes called for Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid date, upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered NotesNote, a new Note or Notes in an aggregate principal amount equal to the unredeemed portion will be issued; (iv) state that Notes called for redemption must be surrendered to the Company to collect the redemption price; and (v) state that interest on the Notes called for redemption ceases to accrue on and after the redemption date, unless the Company has defaulted on the payment of the redemption price.
(c) The redemption date with respect to any redemption effected at the option of the Holder under Section 2(b) hereof shall be a date not later than the 30th day following the Redemption Event or Refinancing Event. No later than 10 days following the occurrence of a Redemption Event or Refinancing Event, the Company shall give notice to the Holders of their right to elect to have the Company redeem all or a portion of their Notes. In order to elect such redemption, Holders of a majority in principal amount of the outstanding Notes (in case of a Redemption Event) or any Holder (in case of a Refinancing Event) must deliver to the Company written notice of such surrendered election within 10 days following timely receipt of the Company's notice. Upon timely delivery of such notice, the Company will be unconditionally obligated to redeem all of the Notes required to be redeemed on the applicable redemption date.
(d) Once notice of redemption is mailed, Notes called for redemption become due and payable on the redemption date at the redemption price.
(e) Upon surrender of a Note that is redeemed in part, the Company shall be issuedissue a new Note equal in principal amount to the unredeemed portion of the Note surrendered.
Appears in 1 contract
Redemption Procedures. One Business Day (i) For purposes of this statement of designation, "Redemption Date" shall refer to the Maturity Date or any Optional Redemption Date, and the applicable redemption price per share as at such Redemption Date is hereinafter referred to as the "Redemption Price." At least 20 but not more than 60 days prior to any Redemption Date, written notice shall be mailed, first class, postage prepaid, to each holder of record of Series A Preferred Stock to be redeemed, at his or its post office address last shown on the records of the Company, notifying such holder of the number of shares so to be redeemed, calling upon such holder to surrender to the Company, in the manner and at the place designated, its certificate or certificates representing the shares to be redeemed (such notice is hereinafter referred to as the "Redemption Notice") and stating the Redemption Price for such shares to be redeemed. On or prior to each Redemption Date, each holder of Series A Preferred Stock to be redeemed shall surrender its certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares, together with any accrued but unpaid dividends on such shares to the Redemption Date, shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the holders of the Series A Preferred Stock designated for redemption in the Redemption Notice as holders of Series A Preferred Stock of the Company (except the right to receive the Redemption Price without interest upon surrender of their certificate or certificates) shall deposit cease with respect to such shares, and such shares shall not thereafter be transferred on the Paying Agent immediately available funds books of the Company or be deemed to be outstanding for any purpose whatsoever.
(ii) Neither failure to mail a Redemption Notice, nor any defect therein or in an amount sufficient the mailing thereof, to payany particular holder shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to any other holder. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice.
(iii) If the Redemption Notice has been given pursuant to this Section 4 and any holder of shares of Series A Preferred Stock to be redeemed shall, prior to the close of business on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If give written notice to the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price 7(c) of the Notes conversion of any or all of the shares to be redeemed, then, on redeemed held by the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Dayholder, then the Redemption Price redemption shall not become effective as to the shares to be converted and the conversion shall become effective as provided in Section 7(c), whereupon any funds deposited by the Company, or on its behalf, with a paying agent or segregated and held in trust by the Company for the redemption of such shares shall (subject to any right of the holder of such shares to receive the dividend payable thereon as provided in Section 7 below) immediately upon such conversion be returned to the Company or, if then held in trust by the Company, shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest discharged from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedtrust.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Merit Partners LLC)
Redemption Procedures. One Business Day (i) Not less than 20 nor more than 60 days prior to the Redemption Date, a written notice specifying the Company time and place of the redemption shall deposit be given by first-class mail, postage prepaid, to the holders of record of the shares of Series A Preferred Stock to be redeemed at their respective addresses as the same shall appear on the books of the Corporation, calling upon each holder of record to surrender to the Corporation on the Redemption Date at the place designated in the notice his certificate or certificates representing all the shares of Series A Preferred Stock owned by such holder. Neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular holder shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to the Paying Agent other holders. 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 in an amount sufficient funds, and each surrendered certificate shall be canceled.
(ii) If a notice of redemption has been given pursuant to paythis Section 5 and if, on or before the Redemption Date, the aggregate Redemption Price funds necessary for Notes being redeemed. If such redemption shall have been set aside by the Company gives an irrevocable notice Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the Series A Preferred Stock, then, notwithstanding that any certificates for such shares have not been surrendered for cancellation, on the date that funds for the redemption of the Series A Preferred Stock are actually paid to the holders thereof (the “Payment Date”), dividends shall cease to 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 stockholders with respect to those shares, shall have no interest in or claims against the Notes pursuant Corporation by virtue thereof and shall have no voting or other rights with respect thereto, except the right to Section 3.2 hereof in connection with an optional redemptionreceive the moneys payable upon such redemption upon surrender of their certificates, and the Company has shares evidenced thereby shall be deemed to be no longer outstanding. Any interest accrued on funds so deposited shall be paid to the Paying Agent Corporation from time to time.
(iii) If the Corporation shall fail to deliver any or all of the Redemption Price of the Notes to be redeemed, then, a holder on the Redemption Payment Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay any portion of the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to such holder hereunder shall accrue interest at the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, rate of 14% per annum until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issued.
Appears in 1 contract
Samples: Securities Purchase Agreement (BioSig Technologies, Inc.)
Redemption Procedures. One (i) The Redemption Notice shall be given by first class mail, postage prepaid, to each holder of record of the 8% Convertible Preference Shares at its last address as shown up on the register of members of the Company, and shall specify the date fixed for redemption (which shall be no less than 30 nor more than 60 days after the date of the Redemption Notice), the Redemption Price, the place or places of payment, that payment will be made upon presentation and surrender of the certificates representing the 8% Convertible Preference Shares, that after the date fixed for redemption dividends will cease to accumulate on such shares, the Conversion Price in effect on the Call Date, and that the right of holders to convert 8% Convertible Preference Shares shall terminate at the close of business on the fifth Business Day prior to the Redemption Date, date fixed for redemption (unless the Company defaults in the payment of the Redemption Price). Any notice that is mailed as herein provided shall deposit with be conclusively presumed to have been duly given, whether or not the Paying Agent immediately available funds holder of 8% Convertible Preference Shares receives such notice.
(ii) On or after the date fixed for redemption as stated in an amount sufficient the Redemption Notice, each holder of the shares called for redemption shall surrender the certificate representing such shares to paythe Company at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price.
(iii) Redemption Notice having been given as aforesaid, if, on the Redemption Date, the aggregate Redemption Price date fixed for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, funds necessary for the redemption shall be available therefor and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such funds have been deposited with the Depository. The Company shall also give the Depository a bank or trust company with irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day8% Convertible Preference Shares, then then, notwithstanding that the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of certificates representing any such delay). Interest to be paid on or before the Redemption Date for any Notes shares called for redemption shall be payable not have been surrendered, dividends with respect to the Holders on shares so called shall cease to accumulate after the Regular Record Date date fixed for redemption, such shares shall no longer be deemed outstanding, the related Interest Payment Dates. If any Notes holders thereof shall cease to be shareholders of the Company, and all rights whatsoever with respect to the shares so called for redemption are not so paid upon surrender thereof for redemption, (except the right of the holders to receive the Redemption Price shall, until paid, bear without interest from upon surrender of their certificates therefor) shall terminate.
(iv) Any defect in the Redemption Date at Notice, or any failure to give such notice by mail to any holder of 8% Convertible Preference Shares, shall not affect the Coupon Rate. In exchange validity of the proceedings for the unredeemed portion redemption of any other 8% Convertible Preference Shares, and the Company shall be obligated to redeem the shares of 8% Convertible Preference Shares of those holders to whom defective or no Redemption Notice was given upon presentment and surrender of the certificates representing their 8% Convertible Preference Shares on or after the date fixed for redemption.
(v) In the event that any shares of 8% Convertible Preference Shares shall be converted into Common Shares pursuant to Section 5, then (A) the Company shall not have the right to redeem such surrendered Notes, new Notes in an aggregate principal amount equal shares and (B) any funds which shall have been deposited for the payment of the Redemption Price for such shares shall be returned to the unredeemed portion of Company immediately after such surrendered Notes shall be issuedconversion.
Appears in 1 contract
Redemption Procedures. One Business Day prior (a) At least 30 days but not more than 60 days before a redemption date, the Trust shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed and shall state:
(i) the redemption date;
(ii) the redemption price;
(iii) the name and address of the Paying Agent;
(iv) that Securities called for redemption must be surrendered to the Redemption DatePaying Agent to collect the redemption price;
(v) that Distributions on Securities called for redemption cease to accrue on and after the redemption date; and
(vi) any other information as may be required by the terms of the Securities being redeemed. At the Trust's request, the Company Property Trustee shall give the notice of redemption in the Trust's name and at its expense.
(b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and 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 Preferred Securities shall relate, in the case of any Preferred Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Preferred Securities which has been or is to be redeemed.
(c) Once notice of redemption is mailed as provided in Section 7.4(a), Securities called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accumulated Distributions to the redemption date.
(d) On or before the redemption date; provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption of the Debentures, the Property Trustee shall deposit with the Paying Agent immediately available funds in an amount money sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds redemption price of and accumulated and unpaid Distributions, if any, on all Securities to be redeemed on that date.
(e) Subject to the Holders of beneficial interests foregoing and applicable law (including, without limitation, United States federal securities laws), the Sponsor or its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest open market or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedby private agreement.
Appears in 1 contract
Redemption Procedures. One (a) Upon any redemption pursuant to Section 9.2, a notice of redemption shall be given by the Trustee by first-class mail, postage prepaid, mailed not later than 10 days and not earlier than 90 days before the applicable Redemption Date, (i) to each Holder of Notes to be redeemed, at the Holder's address in the Register or otherwise in accordance with the rules and procedures of DTC, Euroclear, and Clearstream, as applicable and (ii) (in the case of a redemption pursuant to Sections 9.2(a) and (b)) to the Rating Agencies. In addition, for so long as any Notes are listed on the Irish Stock Exchange and so long as the guidelines of the exchange so require, notice of redemption of Secured Notes or Subordinated Notes pursuant to Section 9.2 shall also be given via the Irish Stock Exchange.
(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 (in the case of a redemption pursuant to Section 9.2);
(iii) in the case of an Optional Redemption by Liquidation, that all of the Secured Notes are to be redeemed in full and that interest on the Secured Notes to be redeemed shall cease to accrue on the Payment Date specified in the notice;
(iv) in the case of an Optional Redemption by Refinancing, that all of the Secured Notes of the Class or Classes that are the subject of such Refinancing are to be redeemed in full and that interest on such Secured Notes shall cease to accrue on the Payment Date specified in the notice; and
(v) the places where Notes to be redeemed in whole are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Co-Issuers to be maintained as provided in Section 7.2 and, so long as any Notes to be redeemed are listed on the Irish Stock Exchange, the Irish Listing Agent. Any notice of redemption may be withdrawn (A) by the Issuer, (B) at the written direction of a Majority of the Subordinated Notes (if the commencement of such redemption was directed by a Majority of the Subordinated Notes) or (C) at the direction of the Collateral Manager (if the commencement of such redemption was directed by the Collateral Manager), in each case, up to the second Business Day prior before the scheduled Redemption Date by written notice to the Trustee, (unless such withdrawal direction is given by the Collateral Manager) the Collateral Manager, the Retention Holder and Fitch. Notice of any withdrawal shall be sent, not later than the one Business Day before the scheduled Redemption Date (assuming that the Trustee has received timely written notice from the Issuer as provided above), by the Trustee, to each Holder of Notes scheduled to be redeemed at the Holder's address in the Register by overnight courier guaranteeing next day delivery (or, to the extent the address contained in the Register is not sufficient for that purpose, by first-class mail or by clearing system). If the Issuer so withdraws any notice of redemption or is otherwise unable to complete any redemption of the Notes, the Sale Proceeds received from the sale of any Collateral Obligations sold pursuant to Sections 9.2 and 12.1(e) may, during the Reinvestment Period at the Collateral Manager's discretion, be reinvested in accordance with the Investment Criteria. The Notes subject to redemption shall be redeemed by the Co-Issuers or the Issuer as applicable. Notice of redemption 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 Note selected for redemption shall not impair or affect the validity of the redemption of any other Notes.
(c) The Secured Notes may not be redeemed pursuant to an Optional Redemption by Liquidation under Section 9.2 unless either of the following conditions are satisfied:
(i) at least three Business Days before the scheduled Redemption Date, the Company Collateral Manager shall deposit have furnished to the Trustee evidence (in form reasonably satisfactory to the Trustee) that the Issuer has entered into a binding agreement or agreements (which may be in the form of a confirmation of sale) with a financial or other institution or entity active in the Paying Agent market for assets of the nature of the Collateral to sell to the financial or other institution or entity, not later than the Business Day before the Redemption Date in immediately available funds funds, all or part of the Collateral (directly or by participation or other arrangement) at a purchase price at least equal to an amount sufficient (together with any Cash and other Eligible Investments not subject to the agreements and maturing on or before the scheduled Redemption Date) to pay all administrative and other fees and expenses payable under the Priority of Payments without regard to any payment limitations (including the Senior Management Fee and the Subordinated Management Fee), and to redeem the Secured Notes on the scheduled Redemption Date at the applicable Redemption Prices; or
(ii) before entering into any binding agreement to sell all or a portion of the Collateral, the Collateral Manager shall have certified that, in its judgment, the settlement dates of the sales will be scheduled to occur on or before the Business Day before the scheduled Redemption Date and that the expected proceeds from the sales are to be delivered to the Trustee no later than the Business Day before the scheduled Redemption Date, in immediately available funds, and the expected proceeds from such sales (which shall be deemed to equal, with respect to any Collateral Obligation, the Market Value thereof), together with any other amounts available to be distributed in connection with such Optional Redemption by Liquidation, will be in an amount sufficient to paypay all administrative and other fees and expenses payable under the Priority of Payments (including the Senior Management Fee and the Subordinated Management Fee), and to redeem the Secured Notes on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the scheduled Redemption Date at the Coupon Rateapplicable Redemption Prices. In exchange for For the unredeemed avoidance of doubt, the Issuer may, in effecting the sale contemplated by subclause (i) of Section 9.3(c), enter into a participation agreement or similar arrangement with the purchaser of the Collateral whereby, in connection with the Issuer's receipt of the purchase price with respect to all or a portion of the Collateral, the Issuer shall grant to such purchaser a participation interest in all or a portion of such surrendered Notes, new Notes in an aggregate principal amount equal Collateral and agree to use commercially reasonable efforts (or such other efforts as shall be specified) to complete the unredeemed portion transfer of such surrendered Notes Collateral to such purchaser thereafter. Any certification delivered pursuant to this Section 9.3(c) shall be issuedinclude (A) the prices of, and expected proceeds from, the sale of any Collateral Obligations or Eligible Investments and (B) all calculations required by this Section 9.3(c).
Appears in 1 contract
Samples: Indenture (NewStar Financial, Inc.)
Redemption Procedures. One Business Day (i) For purposes of this statement of designation, "Redemption Date" shall refer to the Maturity Date or any Optional Redemption Date, and the applicable redemption price per share as at such Redemption Date is hereinafter referred to as the "Redemption Price." At least 20 but not more than 60 days prior to any Redemption Date, written notice shall be mailed, first class, postage prepaid, to each holder of record of Series A Preferred Stock to be redeemed, at his or its post office address last shown on the records of the Company, notifying such holder of the number of shares so to be redeemed, calling upon such holder to surrender to the Company, in the manner and at the place designated, its certificate or certifi xxxxx representing the shares to be redeemed (such notice is hereinafter referred to as the "Redemption Notice") and stating the Redemption Price for such shares to be redeemed. On or prior to each Redemption Date, each holder of Series A Preferred Stock to be redeemed shall surrender its certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price of such shares, together with any accrued but unpaid dividends on such shares to the Redemption Date, shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the holders of the Series A Preferred Stock designated for redemption in the Redemption Notice as holders of Series A Preferred Stock of the Company (except the right to receive the Redemption Price without interest upon surrender of their certificate or certificates) shall deposit cease with respect to such shares, and such shares shall not thereafter be transferred on the Paying Agent immediately available funds books of the Company or be deemed to be outstanding for any purpose whatsoever.
(ii) Neither failure to mail a Redemption Notice, nor any defect therein or in an amount sufficient the mailing thereof, to payany particular holder shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to any other holder. Any Redemption Notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the holder receives the notice.
(iii) If the Redemption Notice has been given pursuant to this Section 4 and any holder of shares of Series A Preferred Stock to be redeemed shall, prior to the close of business on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If give written notice to the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price 7(c) of the Notes conversion of any or all of the shares to be redeemed, then, on redeemed held by the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Dayholder, then the Redemption Price redemption shall not become effective as to the shares to be converted and the conversion shall become effective as provided in Section 7(c), whereupon any funds deposited by the Company, or on its behalf, with a paying agent or segregated and held in trust by the Company for the redemption of such shares shall (subject to any right of the holder of such shares to receive the dividend payable thereon as provided in Section 7 below) immediately upon such conversion be returned to the Company or, if then held in trust by the Company, shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest discharged from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedtrust.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Emeritus Corp\wa\)
Redemption Procedures. One Business Day (a) In the event of any redemption (or in the case of the Class A-1 Loans, prepayment) pursuant to Section 9.2, the written direction of a Majority of the Subordinated Notes with the consent of the Transferor and the Collateral Manager shall be provided to the Issuer, the Collateral Trustee and the Loan Agent not later than 30 days (or such shorter period of time (not to be less than 15 days) as the Collateral Manager finds reasonably acceptable) prior to the Payment Date 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 notice of redemption shall be given by the Collateral Trustee in accordance with Section 14.4 not later than nine days prior to the applicable Redemption Date, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to payeach Holder of Debt, at such Holder’s address as it appears on the Redemption DateNote Register or the Loan Register, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice as applicable and each Rating Agency.
(b) All notices of redemption with respect to the Notes delivered pursuant to Section 3.2 hereof in connection with an optional redemption, and 9.4(a) shall state:
(i) the Company has paid to the Paying Agent applicable Redemption Date;
(ii) the Redemption Price Prices of the Notes to be redeemed and, if applicable, the estimated Redemption Price of the Subordinated Notes;
(iii) all of the Secured Debt that is to be redeemed (or in the case of the Class A-1 Loans, prepaid) is to be redeemed in full and that interest on such Secured Debt shall cease to accrue on the Redemption Date specified in the notice;
(iv) the place or places where Secured Debt is to be surrendered for payment of the Redemption Prices; and
(v) if all of the Secured Debt is being redeemed, thenwhether 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 Collateral Trustee, unless otherwise specified by the Issuer.
(c) The Issuer may (or, if directed by a Majority of the Subordinated Notes, shall) withdraw any such notice of redemption (or in the case of the Class A-1 Loans, prepayment) delivered pursuant to Section 9.2 on any day up to the Business Day before the proposed Redemption Date, by written notice to the Collateral Trustee and the Collateral Manager. The Issuer may withdraw a notice of Tax Redemption if the conditions required under this Indenture for such redemption or prepayment, as applicable, are not satisfied at any time prior to 10:00 a.m., New York time, on the scheduled Redemption Date, by written notice to the Paying Agent Collateral Trustee, the Loan Agent, the Collateral Manager and each of the Rating Agencies. The failure to effect any Optional Redemption which is withdrawn by the Issuer in accordance with this Indenture or with respect to which a Refinancing fails will not constitute an Event of Default or a Failed Optional Redemption.
(d) Notice of redemption(or in the case of the Class A-1 Loans, prepayment) pursuant to Section 9.2 or 9.3 shall irrevocably deposit be given by the Issuer or, upon an Issuer Order, by the Collateral Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption (or in the case of the Class A-1 Loans, prepayment), or any defect therein, to any Holder of Secured Debt selected for redemption or prepayment, as applicable, shall not impair or affect the validity of the redemption or prepayment, as applicable, of any other Secured Debt.
(e) Unless Refinancing Proceeds are being used to redeem or prepay, as applicable, the Secured Debt in whole or in part, in the event of any redemption or prepayment, as applicable, pursuant to Section 9.2 or 9.3, no Class of 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 Collateral Trustee evidence, in a form reasonably satisfactory to the Collateral Trustee (which may include an officer’s certificate), that the Collateral Manager on behalf of the Issuer has entered into a binding agreement or agreements with (A) a financial or other institution or institutions whose short-term unsecured debt obligations (other than such funds 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 or (B) a special purpose entity that satisfies all then-current bankruptcy remoteness criteria of any Rating Agency then rating any Class of Secured Debt, in either case, 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 Depository. The Company shall also give Eligible Investments maturing, redeemable or putable to the Depository irrevocable instructions and authority 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 or prepay, as applicable, the applicable Class or Classes of Secured Debt on the scheduled Redemption Date at the applicable Redemption 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 Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall that would otherwise be payable to the Holders of such Class or Classes), or (ii) prior to selling any Collateral Obligations and/or Eligible Investments, the Collateral Manager shall certify to the Collateral Trustee that, in its judgment (which may be based on the Regular Record Date 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) for each Collateral Obligation, its Market Value, shall exceed the related Interest Payment Dates. If sum of (x) the aggregate Redemption Prices of the applicable Class of Secured Debt (including, without limitation, any Notes called for redemption are not so paid upon surrender thereof for redemptionsuch 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 shall, until paid, bear interest from that would otherwise be payable to the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion Holders of such surrendered Notes, new Notes in an aggregate principal amount equal Class) and (y) all Administrative Expenses (without regard to the unredeemed portion 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. 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 Transferor, the Collateral Manager or any of their respective affiliates or accounts managed thereby or by any of their respective affiliates may, subject to the same terms and conditions afforded to other bidders and compliance with applicable law (including, without limitation, the 1940 Act), bid on Assets to be sold as 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 surrendered Notes redemption or prepayment, as applicable, shall be issuedpaid by the Issuer as Administrative Expenses payable in accordance with the Priority of Payments.
Appears in 1 contract
Samples: Indenture and Security Agreement (PennantPark Floating Rate Capital Ltd.)
Redemption Procedures. One Business Day In connection with any redemption pursuant to Section 11.01 hereof:
(a) in the case of an Optional Redemption, the Issuer shall, at least ten (10) days prior to the Redemption Date, notify the Company shall deposit with Trustee, the Paying Administrative Agent immediately available funds and the Holders of the Notes in writing of the Optional Redemption and, in the case of a Mandatory Redemption, the Issuer shall, as soon as reasonably practical after the Mandatory Redemption Event, notify the Trustee, the Administrative Agent and the Holders of the Notes in writing of the Mandatory Redemption. In the case of an amount sufficient Auction Call Redemption, the Trustee shall, as soon as reasonably practical after the Auction and, in any event, prior to pay, on the Redemption Date, notify the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price Holders of the Notes to be redeemed, then, on in writing of the Auction Call Redemption;
(b) in the case of an Optional Redemption Dateor Mandatory Redemption, the Paying Agent Issuer shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid Collection Account on or before the Redemption Date for any Notes called for redemption shall be payable prior to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at least the Coupon Rateamounts described in Section 11.02(c). In exchange for the unredeemed portion case of the Auction Call Redemption, the Winning Bidder, shall deposit in the Collection Account on the Business Day immediately preceding the Redemption Date at least the amounts described in Section 11.02(c);
(c) in the case of an Optional Redemption, the Issuer shall deliver an Issuer Order directing the Trustee to and the Trustee shall, and, in the case of a Mandatory Redemption or Auction Call Redemption, the Trustee shall (without any Issuer Order), make payment on the Redemption Date of the sum of (A) the Redemption Price plus, (B) fees, expenses and other reimbursable amounts owing to the Noteholders, or to or by the Seller , the Trustee (including any expenses related to the Auction Call Redemption), the Securities Intermediary, the Custodian, the Back-up Servicer, the Administrative Agent, each Hedge Provider (if any) and the Servicer, under the Transaction Documents; and
(d) upon delivery to the Trustee, the Noteholders, the Custodian, the Paying Agent, the Administrative Agent, each Hedge Provider (if any) and the Back-up Servicer of such surrendered Notesdocuments and an Officer’s Certificate from the Servicer certifying that (1) the amounts required to be deposited into the Collection Account shall have been deposited and (2) the requirements of this Article XI have been satisfied, new Notes the Trustee shall release its interest in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedentire Collateral as provided in Section 11.05.
Appears in 1 contract
Samples: Indenture (Resource America, Inc.)
Redemption Procedures. One Business Day prior to (a) If less than all the Redemption Date, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice outstanding shares of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes 7 3/4% Series Preferred Stock are to be redeemed, thenshares to be redeemed shall be selected by the corporation from outstanding shares of 7 3/4% Series Preferred Stock not previously called for redemption by lot or pro rata (as nearly as may be practicable) or by any other method determined by the board of directors of the corporation in its sole discretion to be equitable.
(b) Notice of each redemption of shares of 7 3/4% Series Preferred Stock shall be mailed by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed, at such holder's address as the same appears on the Redemption Datestock register of the corporation; provided that no failure to mail such notice to particular holders of the shares to be redeemed or any defect therein or in the mailing thereof shall affect the validity of the proceedings for redemption of any shares to be redeemed. Each such notice shall state: (i) the date fixed for redemption; (ii) the number of shares to be redeemed and if less than all the shares are to be redeemed, the Paying Agent number of the shares to be redeemed from such holder; (iii) the applicable redemption price and the manner in which it is to be paid; (iv) the place or places where certificates for the shares to be redeemed are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the date fixed for redemption. Notice having been given as aforesaid, from and after the redemption date (unless default shall irrevocably deposit such funds be made by the corporation in payment of the redemption price), dividends on the shares of 7 3/4% Series Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as shareholders of the corporation shall cease.
(c) Upon surrender in accordance with the Depository. notice of redemption of the certificates for any shares of 7 3/4% Series Preferred Stock called for redemption (properly endorsed or assigned for transfer, if the board of directors of the corporation shall so require and the notice shall so state), such shares shall be redeemed by the corporation at the redemption price.
(d) The Company shall also give the Depository irrevocable instructions and authority corporation's obligation to pay the Redemption Price in immediately available funds to the Holders redemption price of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect shares of any such delay). Interest to be paid on or before the Redemption Date for any Notes 7 3/4% Series Preferred Stock called for redemption shall be payable deemed fulfilled if, on or before the redemption date, the corporation shall deposit in trust with a bank or trust company organized under the laws of the United States of America or any state thereof and having a capital, undivided profits and surplus aggregating at least $50,000,000, funds sufficient for such payment together with irrevocable instructions that such funds be applied to the Holders redemption of such shares. Any interest accrued on such funds shall be paid to the Regular Record Date for the related Interest Payment Datescorporation from time to time. If any Notes called for redemption are not Any funds so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date deposited and unclaimed at the Coupon Rate. In exchange for end of six years from such redemption date shall be repaid or released to the unredeemed portion corporation, after which the holder or holders of such surrendered Notes, new Notes in an aggregate principal amount equal shares shall look only to the unredeemed portion corporation for payment of such surrendered Notes shall be issuedthe redemption price.
Appears in 1 contract
Samples: Annual Report
Redemption Procedures. One Business Day In connection with any redemption pursuant to Section 11.01 hereof:
(a) in the case of an Optional Redemption, the Issuer shall, at least ten (10) days prior to the Redemption Date, notify the Company shall deposit with Trustee, the Paying Administrative Agent immediately available funds and the Holders of the Notes in writing of the Optional Redemption and, in the case of a Mandatory Redemption, the Issuer shall, as soon as reasonably practical after the Mandatory Redemption Event, notify the Trustee, the Administrative Agent and the Holders of the Notes in writing of the Mandatory Redemption. In the case of an amount sufficient Auction Call Redemption, the Trustee shall, as soon as reasonably practical after the Auction and, in any event, prior to pay, on the Redemption Date, notify the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price Holders of the Notes to be redeemed, then, on in writing of the Auction Call Redemption;
(b) in the case of an Optional Redemption Dateor Mandatory Redemption, the Paying Agent Issuer shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid Collection Account on or before the Redemption Date for any Notes called for redemption shall be payable prior to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at least the Coupon Rateamounts described in Section 11.02(c). In exchange for the unredeemed portion case of the Auction Call Redemption, the Winning Bidder, shall deposit in the Collection Account on the Business Day immediately preceding the Redemption Date at least the amounts described in Section 11.02(c);
(c) in the case of an Optional Redemption, the Issuer shall deliver an Issuer Order directing the Trustee to and the Trustee shall, and, in the case of a Mandatory Redemption or Auction Call Redemption, the Trustee shall (without any Issuer Order), make payment on the Redemption Date of the sum of (A) the Redemption Price plus, (B) fees, expenses and other reimbursable amounts owing to the Noteholders, or to or by the Originator, the Trustee (including any expenses related to the Auction Call Redemption), the Securities Intermediary, the Custodian, the Back-up Servicer, the Administrative Agent, each Hedge counterparty (if any) and the Servicer, under the Transaction Documents; and
(d) upon delivery to the Trustee, the Noteholders, the Custodian, the Paying Agent, the Administrative Agent, each Hedge counterparty (if any) and the Back-up Servicer of such surrendered Notesdocuments and an Officer’s Certificate from the Servicer certifying that (1) the amounts required to be deposited into the Collection Account shall have been deposited and (2) the requirements of this Article XI have been satisfied, new Notes the Trustee shall release its interest in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedentire Collateral as provided in Section 11.05.
Appears in 1 contract
Samples: Indenture (Resource America, Inc.)
Redemption Procedures. One Business Day prior to the Redemption Date, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issued. A notice of redemption may set forth one or more conditions precedent to redemption. Any such notice of redemption shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions precedent to redemption shall be satisfied, or such redemption may not occur, and, in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or the Redemption Date as so delayed, such notice of redemption may be rescinded by the Company.
Appears in 1 contract
Redemption Procedures. One Business Day prior (a) At least 30 days but not more than 60 days before a redemption date, the Trust shall mail a notice of redemption by first-class mail to each Holder whose Securities are to be redeemed. The notice shall identify the Securities to be redeemed and shall state:
(i) the redemption date;
(ii) the redemption price;
(iii) the name and address of the Paying Agent;
(iv) that Securities called for redemption must be surrendered to the Redemption DatePaying Agent to collect the redemption price;
(v) that Distributions on Securities called for redemption cease to accrue on and after the redemption date; and
(vi) any other information as may be required by the terms of the Securities being redeemed. At the Trust's request, the Company Property Trustee shall give the notice of redemption in the Trust's name and at its expense.
(b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata (subject to Section 7.1(b)) and 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 Preferred Securities shall relate, in the case of any Preferred Security redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of Preferred Securities which has been or is to be redeemed.
(c) Once notice of redemption is mailed as provided in Section 7.4(a), Securities called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price plus accrued Distributions to the redemption date.
(d) On or before the redemption date; provided that the Debenture Issuer has paid the Property Trustee a sufficient amount of immediately available funds in connection with the related redemption of the Debentures, the Property Trustee shall deposit with the Paying Agent immediately available funds in an amount money sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds redemption price of and accumulated and unpaid Distributions, if any, on all Securities to be redeemed on that date.
(e) Subject to the Holders of beneficial interests foregoing and applicable law (including, without limitation, United States federal securities laws), the Sponsor or its subsidiaries may at any time and from time to time purchase outstanding Preferred Securities by tender, in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest open market or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedby private agreement.
Appears in 1 contract
Redemption Procedures. One Business Day If any of the Bonds are to be called for redemption, the Indenture requires a copy of the redemption notice to be mailed at least thirty (30) days prior to such redemption date to the registered owner of each Bond to be redeemed at the address shown on the registration books. All Bonds so called for redemption will cease to bear interest after the date fixed for redemption if funds for their redemption are on deposit at the place of payment at that time. If notice of redemption shall have been given as aforesaid, the Bonds called for redemption shall become due and payable on the redemption date, provided, however, that with respect to any optional redemption of the Bonds as provided in this bond, such notice shall state that such redemption shall be conditional upon the receipt by the Trustee on or prior to the Redemption Date, the Company shall deposit with the Paying Agent immediately available funds in an amount date fixed for such redemption of moneys sufficient to paypay the principal of, on the Redemption Dateredemption premium, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemptionif any, and the Company has paid to the Paying Agent the Redemption Price of the Notes interest on such Bonds to be redeemed, then, on and that if such moneys shall not have been so received said notice shall be of no force and effect and the Redemption DateIssuer shall not be required to redeem such Bonds. In the event that such notice of optional redemption contains such a condition and such moneys are not so received, the Paying Agent redemption shall irrevocably deposit such funds with not be made and the Depository. The Company Trustee shall also within a reasonable time thereafter give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests notice, in the Global Notesmanner in which the notice of redemption was given, that such moneys were not so received. If any Redemption Date is not a Business Daynotice of optional redemption shall be unconditional, or if the conditions of a conditional notice of optional redemption shall have been satisfied, then the Redemption Price shall be payable on the next Business Day (upon presentation and without any interest or other payment in respect surrender of any such delay). Interest to be paid on or before the Redemption Date for any Notes Bonds so called for redemption at the place or places of payment, such Bonds shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedredeemed.
Appears in 1 contract
Samples: Loan Agreement (Acadia Realty Trust)
Redemption Procedures. One Business Day prior In the event that the Company elects to exercise its redemption rights as described in paragraph 4.1 hereof or if the Redemption DateCompany is required to redeem its Notes as described in paragraph 4.2 hereof, the Company shall deposit with cause to be mailed to each holder of Notes, at the Paying Agent immediately available funds last address of such holder as it shall appear in an amount sufficient the Company's records, at least 30 days prior to paythe record date of such redemption, a notice stating the date on which such redemption is expected to take place (the "Redemption Date"). Except as otherwise required by applicable law, the failure to give any such notice, or any defect therein, shall not affect the validity of such redemption. If less than all of the Notes are to be redeemed, then each Note shall be partially redeemed on a pro-rata basis, and a new Note shall be issued in substitution therefor net of any pro-rata reduction in principal. Upon the Company's redemption of Notes as set forth herein, the holder shall have no further conversion rights unless default is made in the payment of the redemption price. Unless default is made in the payment of the redemption price, including accrued interest or Contingent Interest, as applicable, such interest and Contingent Interest shall cease to accrue on the Redemption Date and all rights of the holders of such Notes as creditors of the Company by reason of the ownership of the Notes shall cease at the close of business on the Redemption Date, except the aggregate right to receive payment in full of the redemption price, including interest and Contingent Interest accrued thereon. On the Redemption Price for date, the holders of Notes being redeemed. If subject to redemption shall surrender their Notes to the Company gives an irrevocable notice at its principal place of business or as otherwise notified and thereupon the redemption with respect to the price of such Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders order of the person whose name appears on the Regular Record Date for Company's records as the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender owner thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of and such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedmarked as cancelled.
Appears in 1 contract
Samples: Convertible Senior Subordinated Note Purchase Agreement (Judge Group Inc)
Redemption Procedures. One Business Day When the Corporation redeems the Series A Shares, the following procedures shall apply:
(i) When less than all of the outstanding Series A Shares are being redeemed, the shares subject to redemption shall be determined in the sole discretion of the Corporation.
(ii) Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than 30 days nor more than 60 days prior to the Redemption Datedate on which Series A Shares are to be redeemed (any such date, a "redemption date"), to the Company shall deposit with holder of record of the Paying Agent immediately available funds in an amount sufficient shares to pay, be redeemed at such holder's address as the same appears on the Redemption Dateshare register of the Corporation. Such notice shall state: (a) the redemption date; (b) the redemption price; (c) the number of shares subject to redemption; and (d) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.
(iii) Notice having been mailed as aforesaid, from and after the aggregate Redemption Price redemption date (unless default shall be made by the Corporation in providing money for Notes being redeemedthe payment of the redemption price of the shares called for redemption) said shares shall no longer be deemed to be outstanding and shall have the status of authorized but unissued Series A Shares, and shall not be reissued as Series A Shares, and all rights of the holder thereof as a shareholder of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. If the Company gives an irrevocable Upon surrender in accordance with said notice of redemption with respect to the Notes pursuant to Section 3.2 hereof in connection with an optional redemptioncertificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemednotice shall so state), then, on the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shares shall be payable on redeemed by the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date Corporation at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedredemption price aforesaid.
Appears in 1 contract
Redemption Procedures. One Business Day (a) Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption date, to the Holder, at the address appearing in the Debenture Register.
(b) The notice of redemption shall state: (a) the Redemption Date; (b) that on the Redemption Date the redemption price will become due and payable on the debenture and that interest thereon will cease to accrue on and after said date; and (c) the place where the Debenture is to be surrendered for payment for the redemption price. Any notice that is mailed in the matter herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice.
(c) Notice of redemption having been given as aforesaid, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to payDebenture shall, on the Redemption Date, become due and payable at the aggregate Redemption Price for Notes being redeemed. If redemption price therein specified, and from and after such date (unless the Company gives an irrevocable notice shall default in the payment of the redemption price and accrued interest) the Debenture shall cease to bear interest. Upon surrender of the debenture for redemption in accordance with respect to said notice, the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and Debenture shall be paid by the Company has paid at the redemption price, together with accrued interest to the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, .
(d) If the Paying Agent Debenture shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price principal shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for rate borne by the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issuedDebenture.
Appears in 1 contract
Samples: Convertible Debenture (Anchor Pacific Underwriters Inc)
Redemption Procedures. One Business Day To exercise its Company Redemption Right pursuant to this Section 10(b), the Company must, no later than 5:00 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 Designated Redemption Date, deliver written notice thereof (a “Notice of Company Redemption”) to each Holder of Series A Preferred Stock then-outstanding and the Transfer Agent. On such Designated Redemption Date, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient deliver or cause to paybe delivered to each Holder cash by wire transfer, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect equal to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent the Redemption Price of the Notes to be redeemed, shares of Series A Preferred Stock then, on -held by such Holder. On the Designated Redemption Date, each Holder shall, on or prior to the Paying 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, however, for the avoidance of doubt, any failure by the Holder to surrender such Holder’s certificates representing the shares of Series A Preferred Stock to be redeemed shall irrevocably deposit such funds with not delay the Depository. The Company associated redemption and the redemption shall also give be deemed to occur automatically on the Depository irrevocable instructions and authority to pay Designated Redemption Date upon the transfer of the Redemption Price in immediately available funds of the shares of Series A Preferred Stock then-held by such Holder to such Holder. For the avoidance of doubt, a Holder shall be permitted to deliver a Conversion Notice at any time prior to the Holders of beneficial interests in date that is two (2) Business Days prior to the Global Notes. If any Designated Redemption Date is not a Business Dayand exercise its conversion rights pursuant to, then and in accordance with the Redemption Price shall be payable on conversion procedures set forth in, Section 6. From and after the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Designated Redemption Date for on which the Company has redeemed any Notes called for redemption share of Series A Preferred Stock in accordance with the provisions of this Section 10(b), (i) Dividends shall cease to accrue on such share, (ii) such share shall no longer be payable deemed outstanding and (iii) all rights with respect to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes share shall be issuedcease and terminate.
Appears in 1 contract
Samples: Investment Agreement (eHealth, Inc.)
Redemption Procedures. One Business Day (a) In the event of a Tax Redemption or an Optional Redemption, the written direction required as set forth herein shall be provided to the Issuer and the Trustee not later than 30 days prior to the Business Day (or such shorter time period agreed to by the Issuer, the Trustee and the Collateral Manager) on which such redemption is to be made (which date shall be designated in such notice) and a notice of redemption shall be given by the Trustee not later than 10 Business Days prior to the applicable Redemption Date, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for each Holder of Notes being to be redeemed. If the Company gives an irrevocable notice .
(b) All notices of redemption with respect to the Notes delivered pursuant to Section 3.2 hereof in connection with an optional redemption, and 9.3(a) shall state:
(i) the Company has paid to the Paying Agent applicable Redemption Date;
(ii) the Redemption Price of the Notes to be redeemed, then, ;
(iii) that all of the Class A Notes are to be redeemed in full and that interest (and any Commitment Fee) on such Class A 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 Price, which shall be the office or agency of the Issuer to be maintained as provided in Section 7.2; and
(v) whether the Partnership Interests are to be redeemed in full on such Redemption Date and, if so, the place or places where the Partnership Interests 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 for purposes of surrender. The holders of a Majority of the Limited Partnership shall have the option to withdraw any such notice of an Optional Redemption up to and including the day that is six Business Days prior to such Redemption Date. Notice of redemption shall be given by the Issuer or, upon an Issuer Order, by the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests Trustee in the Global Notesname and at the expense of the Issuer. If Failure to give notice of redemption, or any Redemption Date is not a Business Daydefect therein, then the Redemption Price shall be payable on the next Business Day (and without to any interest or other payment in respect Holder of any such delay). Interest to be paid on or before the Redemption Date for any Notes called Note selected for redemption shall be payable to not impair or affect the Holders on validity of the Regular Record Date for the related Interest Payment Dates. If redemption of any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered other Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issued.
Appears in 1 contract
Redemption Procedures. One (a) In the event of any redemption pursuant to Section 9.1 or 9.2, the Issuer (or, upon an Issuer Order, the Trustee in the name and at the expense of the Issuer) shall give notice of redemption not later than two Business Day Days prior to the applicable Redemption Date (such shorter time as agreed to by the Liquidation Agent, and provided that, if such redemption will cause the Borrowing Base Test that is not satisfied immediately prior to such Redemption Date to be satisfied immediately thereafter, then such notice period may be reduced to the same Business Day), to each Holder of the Notes, being redeemed, at such Holder’s address in the Note Register. Notes called for redemption in whole must be surrendered at the office of any Paying Agent.
(b) All notices of redemption delivered pursuant to Section 9.3(a) shall state:
(i) whether such redemption is (A) an Optional Redemption or (B) a Tax Redemption;
(ii) the applicable Redemption Date;
(iii) the expected Redemption Prices of the Notes to be redeemed;
(iv) that all (or the applicable portion) of the Notes to be redeemed are to be redeemed in full; and
(v) in the case of an Optional Redemption or a Tax Redemption in whole of the Notes, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient place or places where Notes are to pay, on be surrendered for payment of the Redemption DatePrice, which shall be the aggregate Redemption Price for Notes being redeemedoffice or agency of the Issuer to be maintained as provided in Section 7.4. If the Company gives an irrevocable notice amount of redemption with respect contribution by the Equity Owner and/or the proceeds of any sale of the Collateral Obligations are not sufficient to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent pay the Redemption Price of the Notes (or the applicable portion thereof that would otherwise have been redeemed), including as a result of the failure of any sale of all or any portion of the Collateral Obligations to be redeemed, then, settle on the Business Day immediately preceding the applicable Redemption Date, (I) the Paying Agent shall irrevocably deposit Notes (or the applicable portion thereof that would otherwise have been redeemed) will be due and payable on such funds with Redemption Date and the Depository. The Company shall also give the Depository irrevocable instructions and authority failure to pay the Redemption Price for such Notes shall constitute an Event of Default in immediately accordance with and subject to Section 5.1(b) and (II) all available funds proceeds from the sale of the Collateral Obligations (net of any expenses incurred in connection with such sale) will be distributed in accordance with the Priority of Payments and the Aggregate Outstanding Amount of the Notes shall be reduced by the amount of such distribution. Notice of redemption pursuant to Section 9.3(a) 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 of any other Notes.
(c) Notwithstanding anything to the contrary in Article 8, with respect to any redemption (or proposed redemption) of Notes hereunder, the provisions of this Article 9 may be waived or modified with the written consent of the Issuer, the Investment Manager and the Liquidation Agent. The Trustee shall be fully protected by relying solely on any such written consent (without the need to obtain an opinion of counsel described in Article 8).
(d) Notwithstanding any provision of this Article 9, no amount shall be paid or distributed to the Holders of beneficial interests in the Global Notes. If Notes of any Redemption Date Bankruptcy Subordinated Class until each Note that is not part of a Business DayBankruptcy Subordinated Class has been paid in full in accordance with this Indenture.
(e) Following a partial redemption of the Notes, then such portion of the Redemption Price Collateral with respect to the Collateral Obligations notified by the Issuer (or the Investment Manager) to the Liquidation Agent (with a copy to the Trustee) shall be payable on immediately irrevocably and unconditionally released and discharged by the next Business Day Trustee, and shall following such release and discharge no longer form part of the Collateral, provided that the Borrowing Base Test (after giving effect to such redemption of the Notes) will be satisfied after giving effect to such release and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issueddischarge.
Appears in 1 contract
Samples: Indenture (FS Energy & Power Fund)
Redemption Procedures. One (a) 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 Day 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 any Optional Redemption or Tax Redemption, a notice of redemption shall be given by the Trustee by overnight delivery service, postage prepaid, mailed not later than five (5) Business Days prior to the applicable Redemption Date, to each Holder of Securities, at such Holder’s address in the Company shall deposit with Register or the Paying Agent immediately available funds Share Register, as applicable (and, in an amount sufficient the case of Global Notes, delivered by electronic transmission to pay, on DTC) and the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice Rating Agency.
(b) All notices of redemption with respect to the Notes delivered pursuant to Section 3.2 hereof in connection with an optional redemption, and 9.4(a) shall state:
(i) the Company has paid to the Paying Agent applicable Redemption Date;
(ii) the Redemption Price Prices of the Notes to be redeemed, then, ;
(iii) all of the Securities that are to be redeemed are to be redeemed 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 or the Collateral Manager, by written notice to the Trustee, the Collateral Manager (if applicable) and each Rating Agency, may withdraw any such notice of an Optional Redemption on any day up to 10:00 a.m. (EST) on the Business Day before such Redemption Date. In the case of a Refinancing, such withdrawal may be limited to less than all Classes for which the required written directions were provided to the Issuer (and no new written directions shall be required following such partial withdrawal). The failure to effect any Optional Redemption which is withdrawn by the Issuers in accordance with this Indenture or with respect to which a Refinancing fails will not constitute an Event of Default. At least three Business Days (or such shorter period of time as the Collateral Manager finds reasonably acceptable) before any scheduled Redemption Date, the Paying Agent Issuer (or the Collateral Manager on behalf of the Issuer) may, by written notice to the Trustee (who shall irrevocably deposit forward such funds notice to the holders of Notes and each Rating Agency), elect to postpone such scheduled Redemption Date by up to 15 Business Days. The reasonable fees, costs, charges and expenses incurred in connection with the Depository. The Company 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 also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds be given to the Holders of beneficial interests Securities and the Rating Agency by the Issuer or, upon an Issuer Order, by the Trustee in the Global name and at the expense of the Issuer. 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 of any other Notes. If .
(e) Unless Refinancing Proceeds are being used to redeem the Notes in whole or in part, in the event of any Optional Redemption or Tax Redemption, no Notes may be optionally redeemed unless (i) at least three (3) 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 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 Business Daypurchase price at least sufficient, then 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) 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 of Notes on the scheduled Redemption Date at the applicable Redemption Prices (including, without limitation, any such 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 shall be payable on the next Business Day (and without any interest or other payment in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall 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 (which may be based on the Regular Record Date 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 or prior to the scheduled Redemption Date), the aggregate sum of (A) expected proceeds from the sale of Eligible Investments and all amounts that MIC has committed to contribute to the Issuer, and (B) for each Collateral Obligation, its Market Value, shall exceed the related Interest Payment Dates. If sum of (x) the aggregate Redemption Prices of the applicable Class of Notes (including, without limitation, any Notes called for redemption are not so paid upon surrender thereof for redemptionsuch 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 shall, until paid, bear interest from that would otherwise be payable to the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion Holders of such surrendered Notes, new Notes in an aggregate principal amount equal Class) and (y) all Administrative Expenses (without regard to the unredeemed portion Administrative Expense Cap) payable in connection with such Optional Redemption or Tax Redemption, in each case, as applicable, and in accordance with the Priority of such surrendered Notes 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 (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, MIC, the Collateral Manager or any of their respective Affiliates or accounts managed thereby or by any of their respective Affiliates may, subject to the same terms and conditions afforded to other bidders and compliance with applicable law (including the Advisers Act), bid on Assets to be issuedsold as part of an Optional Redemption or Tax Redemption.
Appears in 1 contract
Samples: Indenture (MSD Investment Corp.)
Redemption Procedures. One (a) In the event of any redemption pursuant to Section 9.1, the Issuer (or, upon an Issuer Order, the Trustee in the name and at the expense of the Issuer) shall give notice of redemption not later than two Business Day Days prior to the applicable Redemption Date, to each Holder of Notes, at such Holder’s address in the Company Note Register. Notes called for redemption in whole must be surrendered at the office of any Paying Agent.
(b) All notices of redemption delivered pursuant to Section 9.2(a) shall deposit state:
(i) the applicable Redemption Date;
(ii) the expected Redemption Prices of the Notes to be redeemed that will be paid to Holders ratably in accordance with Section 9.1 of the Paying Agent immediately available funds Indenture on the applicable Redemption Date;
(iii) that the applicable portion of the Notes to be redeemed are to be redeemed in an amount sufficient full and that the applicable portion of such Notes shall cease to pay, be entitled to receive pro rata distributions of Interest Collections and Principal Collections on the Redemption Date, Date specified in the aggregate Redemption Price for Notes being redeemed. notice.
(c) If the Company gives an irrevocable notice amount of redemption with respect Voluntary Contribution/Sale by the Sole Shareholder and/or the proceeds of any Sale of the Portfolio Assets are not sufficient to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent pay the Redemption Price of the applicable portion of the Notes to be that would otherwise have been redeemed, then, including as a result of the failure of any Sale of all or any portion of the Portfolio Assets to settle on the Business Day immediately preceding the applicable Redemption Date, (i) the Paying Agent shall irrevocably deposit applicable portion of the Notes will be due and payable on such funds with Redemption Date and the Depository. The Company shall also give the Depository irrevocable instructions and authority failure to pay the Redemption Price for such applicable portion of the Notes shall constitute an Event of Default hereunder and (ii) all available proceeds from the Sale of the Portfolio Assets (net of any expenses incurred in immediately available funds connection with such Sale) will be distributed and the Aggregate Outstanding Amount of the Notes shall be reduced by the amount of such distribution.
(d) Notice of redemption pursuant to Section 9.2(a) shall be given by the Holders of beneficial interests Issuer or, upon an Issuer Order, by the Trustee in the Global Notesname and at the expense of the Issuer. If Failure to give notice of redemption, or any Redemption Date is not a Business Daydefect therein, then the Redemption Price shall be payable on the next Business Day (and without to any interest or other payment in respect Holder of any such delay). Interest to be paid on or before the Redemption Date for any Notes called Note selected for redemption shall be payable not impair or affect the validity of the redemption of any other Notes.
(e) Notwithstanding anything to the Holders on the Regular Record Date for the related Interest Payment Dates. If contrary in Article 9, with respect to any redemption (or proposed redemption) of Notes called for redemption are not so paid upon surrender thereof for redemptionhereunder, the Redemption Price shallprovisions of this Article 9 may be waived or modified with the written consent of the Issuer, until paid, bear interest from the Redemption Date at Collateral Manager and the Coupon RateValuation Agent. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes The Trustee shall be issuedfully protected by relying solely on any such written consent (without the need to obtain an opinion of counsel described in Article 9).
Appears in 1 contract
Samples: Indenture (BC Partners Lending Corp)
Redemption Procedures. One Business Day (a) The Company shall give notice of any Redemption by mail, postage prepaid, not less than 30 days nor more than 60 days prior to the date fixed for such redemption, to each holder of record of the Common Stock to be redeemed appearing on the stock books of the Company as of the date of such notice at the address of said holder shown therein. Such notice to any holder shall state the redemption date; the number of shares to be redeemed and the number (and the identification) of shares to be redeemed from such holder; the redemption price (which shall be determined by the Company Board and such determination shall be final), and the place where the shares to be redeemed shall be presented and surrendered for payment of the redemption price therefor. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the stockholder receives such notice, and failure duly to give such notice by mail, or any defect in such notice, to any holder of shares of the Common Stock to be redeemed shall not affect the validity of the proceedings for the redemption of any other shares of the Common Stock.
(b) If notice of redemption of shares of Common Stock to be redeemed on a redemption date shall have been duly given, and if the Company deposits in cash the aggregate redemption price of such shares in a Trust for the pro rata benefit of the holders of such shares prior to such redemption date, then from and after the time of such deposit, or, if no such deposit is made, then upon such redemption date (if on or before such redemption date all funds in cash necessary for redemption of such shares shall have been set aside by the Company, separate and apart from its other funds, in trust for the pro rata benefit of the holders of such shares, so as to be and continue to be available therefor), and notwithstanding that any certificate representing any such shares shall not have been surrendered for cancellation, (i) the holders of such shares shall cease to be stockholders with respect to such shares, (ii) such shares shall no longer be deemed to be outstanding and shall no longer be transferable on the books of the Company and (iii) such holders shall have no interest in or claim against the Company with respect to such shares except only the right to receive from the Company the amount payable on redemption thereof, without interest (or, in the case of such deposit, from such bank or trust company the funds so deposited, without interest), upon surrender of the certificates representing such shares on or after the redemption date (or, in the case of such deposit, at any time after such deposit). Any funds so deposited in a Trust and unclaimed at the end of two years from the date fixed for redemption shall, to the extent permitted by law, be repaid to the Company upon its request, after which the holders of such shares shall look only to the Company for payment thereof.
(c) Any Redemption Dateshall be effected only out of funds legally available for such purpose. If on any date the Company is required to redeem any shares of Common Stock pursuant to a Redemption and does not have sufficient funds legally available to redeem all such shares on such date, the Company shall deposit use any funds which are legally available to redeem such portion of all such shares pro rata (as nearly as may be) on such redemption date as such funds are sufficient therefor and shall redeem the remaining shares of Common Stock on the earliest practicable date next following the day on which the Company shall first have funds legally available for the redemption of such shares.
(d) The shares of Common Stock to be redeemed shall be determined pro rata among all holders of Common Stock, according to the respective number of shares of Common Stock held by such holders. In the event that less than all of the shares represented by any certificate evidencing shares of Common Stock are redeemed, the Company shall forthwith (or cause a transfer agent for the Common Stock to) issue a new certificate representing the unredeemed shares, in accordance with the Paying Agent immediately available funds in an amount sufficient provisions of this Article III, subject to pay, on the Redemption Dateapplicable escheat laws.
(e) Upon any redemption of shares of Common Stock, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice shares of redemption with respect Common Stock so redeemed shall be cancelled and shall revert to the Notes pursuant to Section 3.2 hereof in connection with an optional redemptionauthorized but unissued Common Stock, and the Company has paid to number of shares of Common Stock which the Paying Agent the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and have authority to pay the Redemption Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is issue shall not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect of any decreased by such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall be issued.
Appears in 1 contract
Samples: Stockholders’ Agreement (Ami Celebrity Publications, LLC)
Redemption Procedures. One Business Day (a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to holders of the Securities of such series to be redeemed by mailing, first class postage prepaid, a notice of such redemption not less than 30 days and not more than 60 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the Redemption Dateexpiration of any restriction on such redemption or subject to compliance with certain conditions provided in the terms of such Securities or elsewhere in this Indenture, the Company shall deposit furnish the Trustee with an Officers’ Certificate evidencing compliance with any such restriction or condition. Unless otherwise so provided as to a particular series of Securities, if at the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable time of mailing of any notice of redemption the Company shall not have deposited with respect the paying agent an amount in cash sufficient to redeem all of the Securities called for redemption, including accrued interest to the Notes pursuant to Section 3.2 hereof in connection with an optional date fixed for redemption, such notice shall state that it is subject to the receipt of redemption moneys by the paying agent on or before the date fixed for redemption (unless such redemption is mandatory) and such notice shall be of no effect unless such moneys are so received on or before such date. Each such notice of redemption shall identify the Securities to be redeemed (including CUSIP numbers, if any), specify the date fixed for redemption and the Company has paid to the Paying Agent the Redemption Price redemption price at which Securities of the Notes that series are to be redeemed, thenand shall state that payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company, on upon presentation and surrender of such Securities, that interest accrued to the Redemption Datedate fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to accrue and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the Paying Agent shall irrevocably deposit such funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption Price in immediately available funds notice to the Holders holders of beneficial interests in the Global Notes. If any Redemption Date is not a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment in respect Securities of any such delay). Interest that series to be paid redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice which relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on or before and after the Redemption Date for any Notes called for redemption shall be payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are not so paid date, upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date at the Coupon Rate. In exchange for the unredeemed portion of such surrendered NotesSecurity, a new Notes Security or Securities of such series in an aggregate principal amount equal to the unredeemed portion of such surrendered Notes shall thereof will be issued.
(b) The Company shall give the Trustee at least 45 days’ notice in advance of the date fixed for redemption (unless the Trustee shall agree to a shorter period) and, in the case of redemption of less than all the Securities of a series, as to the aggregate principal amount of Securities of the series to be redeemed, and thereupon the Trustee shall select, by lot or in such other manner as it shall deem appropriate and fair in its discretion and which may provide for the selection of a portion or portions (equal to $1,000 or any integral multiple thereof, subject to Sections 2.01(xi) and (xiv)) of the principal amount of such Securities of a denomination larger than $1,000 (subject as aforesaid), the Securities to be redeemed and shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or in part. The Company may, if and whenever it shall so elect, by delivery of instructions signed on its behalf by an Authorized Officer, instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section.
Appears in 1 contract
Samples: Senior Note Indenture (Anthem Inc)