Common use of Redemption Upon Changes in Withholding Taxes Clause in Contracts

Redemption Upon Changes in Withholding Taxes. If a Foreign Successor is, or there is a material probability that it will become, obligated to pay Additional Amounts pursuant to Section 11.02 on the next date on which any amount would be payable with respect to the Securities of any series, and such obligation cannot be avoided by the use of commercially reasonable measures available to the Foreign Successor, then the Securities may be redeemed, as a whole but not in part, upon not less than 30 and not more than 90 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts, if any; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Foreign Successor would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Foreign Successor shall deliver to the Trustee (i) a certificate signed by two Officers of the Foreign Successor stating that the obligation to pay Additional Amounts cannot be avoided by the Foreign Successor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Foreign Successor of recognized standing to the effect that the Foreign Successor is, or there is a material probability that it will become, obligated to pay Additional Amounts pursuant to Section 11.02 and that the Foreign Successor cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.

Redemption Upon Changes in Withholding Taxes. If the Company merges or consolidates with, or sells or conveys substantially all of its assets to, a Foreign Successor is, or there is a material probability that it will become, obligated to pay Additional Amounts pursuant to (as permitted by Section 11.02 on the next date on which any amount would be payable 1.6 above with respect to the Securities of any series, and such obligation cannot be avoided by the use of commercially reasonable measures available to the Foreign SuccessorOffered Securities), then the Offered Securities may be redeemed, as a whole but not in part, at the option of the Foreign Successor, upon not less than 30 and not nor more than 90 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional AmountsAmounts (as defined in Section 3.2), if any, under the laws or regulations of the jurisdiction of organization of any Foreign Successor (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Foreign Successor), the Foreign Successor has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to the Foreign Successor; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Foreign Successor would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Foreign Successor shall deliver to the Trustee (i) a certificate signed by two Officers of the Foreign Successor stating that the obligation to pay Additional Amounts cannot be avoided by the Foreign Successor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Foreign Successor of recognized standing to the effect that the Foreign Successor is, has or there is a material probability that it will become, become obligated to pay Additional Amounts pursuant to Section 11.02 as a result of a change, amendment, official interpretation or application described above and that the Foreign Successor cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.