Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be. (b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state: (i) the Redemption Date; (ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date; (iii) the CUSIP number; (iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed; (v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and (vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates. (c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment. (d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date. (e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date. (f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 11 contracts
Samples: Trust Agreement (Pp&l Capital Funding Trust I), Trust Agreement (Southwestern Electric Power Co), Trust Agreement (Southwestern Electric Power Co)
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)Trust of a notice of redemption of Debentures, the Property Trustee Trust will be required to redeem call for redemption a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to on the Debenture Redemption Date or Maturity Date, as and will call for redemption all Outstanding Trust Securities on the case may bestated maturity date of the Debentures.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedAdministrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 8 contracts
Samples: Trust Agreement (Public Service Enterprise Group Inc), Trust Agreement (Public Service Electric & Gas Co), Trust Agreement (Public Service Electric & Gas Co)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method provided that so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 7 contracts
Samples: Trust Agreement (Bb&t Corp), Trust Agreement (Bb&t Corp), Trust Agreement (Bb&t Corp)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; andand 22 18
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 5 contracts
Samples: Trust Agreement (Mbna Capital V), Trust Agreement (Mbna Capital V), Trust Agreement (Mbna Capital V)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method provided that so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 5 contracts
Samples: Trust Agreement (Bb&t Capital Trust I), Trust Agreement (Bb&t Capital Trust I), Trust Agreement (Bb&t Corp)
Redemption. (a) On each Debenture Note Redemption Date and at Note Repayment Date and on the maturity date ("Maturity Date") for Final Repayment Date on which Notes shall be repaid by the Debentures (as defined Sponsor in the Subordinated Indenture)an aggregate principal amount, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions a redemption price per Trust Security equal to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or, in the case of a Note Repayment Date, not less than 10 nor more than 15 Business Days prior to the Redemption Date) to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price, or if the Redemption Price and cannot be calculated prior to the amount of accumulated and unpaid Distributions time the notice is required to be paid on sent, the method by which the Redemption Price shall be calculated together with a statement that the actual Redemption Price will be calculated no later than the third Business Day prior to the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(viv) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(viv) if the Preferred Trust Securities are no longer held in booknot then Book-entry only formEntry Preferred Securities, the place and address or places where the Holders shall surrender their applicable Preferred Securities Certificates are to be surrendered for payment of the Redemption Price. The Issuer Trust in issuing the Trust Securities Certificatesmay use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related materials.
(c) The Each Trust Securities Security redeemed on each any Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions a redemption price equal to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesPrice. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately cash in an amount equal to the Redemption Price then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Preferred Securities, to the extent available therefor, the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are not Book-Entry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient Agent, to pay the extent available therefor, the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds the Redemption Price deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Sponsor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities based upon the relative Liquidation Amounts of such classes, except in the proportion that the aggregate Liquidation Amount case of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiesa payment default, as set forth in Section 4.3. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided that so long as the Preferred Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 4 contracts
Samples: Declaration of Trust (BEE Financing Trust III), Declaration of Trust (CT Public Preferred Trust III), Declaration of Trust (Strategic Hotels & Resorts, Inc)
Redemption. (a) On each Debenture Redemption The Principal Amount Notes are subject to redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date and at on or after the maturity date ("Maturity Optional Termination Date") . The redemption price for the Debentures (as defined in Principal Amount Notes shall be the Subordinated Indenture)Note Principal Balance plus accrued aggregate Note Interest through the day before the redemption date plus interest accrued on the aggregate Unpaid Investor Interest Shortfall, to the Property Trustee extent legally permissible. No premium or penalty will be required to redeem a Like Amount payable by the Issuer in any redemption of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may beNotes.
(b) Notice The Issuer shall notify the Indenture Trustee of redemption its election to redeem the Principal Amount Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Principal Amount Notes will only be given by made on presentation and surrender of the Property Notes at the office or agency of the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing specified in the Security Registerredemption notice. All notices of By the redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemeddate, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Issuer shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available deposit in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesimmediately available funds an amount that, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions when added to the Redemption Date funds on deposit in the Payment Account and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions Collection Account that are payable to the Redemption Date to Noteholders, equals the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding redemption price for the foregoingPrincipal Amount Notes, Distributions on whereupon all the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities Notes called for redemption shall be payable on the redemption date.
(c) On presentation and surrender of the Principal Amount Notes, the Indenture Trustee shall pay to the Holders of such Trust Securities as they appear Notes on the Securities Register redemption date an amount equal to their redemption price. On the redemption date, the Indenture Trustee shall, based on the information in the Servicing Certificate for the Trust Securities relevant Payment Date, withdraw from the Payment Account and remit to the Credit Enhancer the lesser of
(i) the amount available for distribution on the relevant record dates redemption date, net of the amount needed to pay the redemption price and
(ii) the unpaid amounts due to the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement) and any other sums owed under the Insurance Agreement. If all of the Noteholders do not surrender their Principal Amount Notes for final payment and cancellation by the redemption date, the Indenture Trustee shall hold in the Payment Account, for the related Distribution Datesbenefit of the Noteholders and the Issuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders.
(d) Any election to redeem Principal Amount Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. If The Issuer Order shall specify the items required in the notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingmailed to Noteholders. In the event that any Redemption Date is not a Business Day, then payment The Issuer shall notify each Rating Agency of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateredemption.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 4 contracts
Samples: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-D), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-B), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-A)
Redemption. (a) On each Debenture Preferred Stock Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Normal APEX and Common Securities at the Preferred Stock Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) On any Note Redemption Date prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem (i) a Like Amount of Normal APEX and Common Securities at the Note Redemption Price plus accrued and unpaid Contract Payments through the date of redemption, (ii) a Like Amount of Capital APEX at the Note Redemption Price and (iii) a Like Amount of Stripped APEX in exchange for the Qualifying Treasury Securities that are Corresponding Assets of the Stripped APEX and a payment equal to accrued and unpaid Contract Payments through the date of redemption.
(c) On each Note Redemption Date following the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem a Like Amount of Capital APEX at the Note Redemption Price.
(d) If a Successful Remarketing occurs, then promptly after the Remarketing Settlement Date the Issuer Trust shall redeem the Capital APEX, in whole but not in part (including Capital APEX issued in connection with a Contingent Exchange Election), in kind by exchanging for each Capital APEX a Like Amount of Notes. If a Failed Remarketing occurs but on the Stock Purchase Date there is no Deferred Note Interest Amount outstanding, then promptly after the Stock Purchase Date the Issuer Trust shall redeem the Capital APEX, in whole but not in part, in kind by exchanging for each Capital APEX a Like Amount of Notes. If a Failed Remarketing occurs and there is a Deferred Note Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time thereafter when no Deferred Note Interest Amount is outstanding to redeem the Capital APEX, in whole but not in part, in kind by exchanging for each Capital APEX a Like Amount of Notes. Any such redemption will be effected by Book-Entry Transfer of Notes in global form if the Notes then settle and clear through the Clearing Agency, and if the Notes do not then settle and clear through the Clearing Agency by delivery of definitive certificates evidencing the Notes to the Holders of Capital APEX.
(e) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant to Section 4.2(d) after a Successful Remarketing) nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. The Depositor shall provide a completed form of notice of redemption not later than five Business Days prior to the date of mailing. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) unless the redemption is a redemption of Capital APEX in kind pursuant to Section 4.2(d), the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities of the relevant Series to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(e)(ii) below; and
(vi) if the Trust Preferred Securities Certificates are not Book-Entry Trust Preferred Securities are no longer held in book-entry only formCertificates on the Redemption Date, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(cf) In the case of a redemption of Normal APEX and Common Securities pursuant to Section 4.2(a) or Capital APEX pursuant to Section 4.2(c), in each case for payment of a cash Redemption Price:
(i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesa Like Amount of Preferred Stock or Notes, as applicable. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account from the Depositor’s redemption of Preferred Stock or Notes, as applicable, for the payment of such paymentRedemption Price.
(dii) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(f)(i), the Property Trustee shall or Paying Agent will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(f)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateoutstanding. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(fiii) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Normal APEX and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Normal APEX and Common Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in Normal APEX being redeemed based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch series. The particular Preferred Trust Securities Normal APEX to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities Normal APEX not previously called for redemptionredemption or, if that is not practical, by such lot or any other method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided, however, that so long as the Normal APEX are in book-entry form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Normal APEX. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities Normal APEX selected for redemption and, in the case of any Preferred Trust Securities Normal APEX selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities Normal APEX shall relate, in the case of any Preferred Trust Securities Normal APEX redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which Normal APEX that has been or is to be redeemed.
(iv) If less than all the Outstanding Capital APEX are to be redeemed on a Redemption Date, then the particular Capital APEX to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Capital APEX not previously called for redemption or, if that is not practical, by lot or any other method the Property Trustee deems fair and appropriate, provided, however, that so long as the Capital APEX are in book-entry form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital APEX. The Property Trustee shall promptly notify the Securities Registrar in writing of the Capital APEX selected for redemption and, in the case of any Capital APEX selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital APEX shall relate, in the case of any Capital APEX redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital APEX that has been or is to be redeemed.
(v) Payment of the Redemption Price on the Trust Securities shall be made to the recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Trust Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
Appears in 3 contracts
Samples: Trust Agreement (National City Corp), Trust Agreement (National City Corp), Trust Agreement (National City Corp)
Redemption. (a) On The Principal Amount Notes are subject to redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date on or after the Optional Termination Date. The redemption price for each Debenture Redemption Date and at Class of Principal Amount Notes shall be the maturity Note Principal Balance for that Class plus accrued aggregate Note Interest for that Class through the day before the redemption date ("Maturity Date") plus interest accrued on the aggregate Unpaid Investor Interest Shortfall for that Class of Notes, to the Debentures (as defined in the Subordinated Indenture), the Property Trustee extent legally permissible. No premium or penalty will be required to redeem a Like Amount payable by the Issuer in any redemption of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may beNotes.
(b) Notice The Issuer shall notify the Indenture Trustee of redemption its election to redeem the Principal Amount Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and the Co-Trustee and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Principal Amount Notes will only be given by made on presentation and surrender of the Property Notes at the office or agency of the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing specified in the Security Registerredemption notice. All notices of By the redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemeddate, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Issuer shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available deposit in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesimmediately available funds an amount that, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions when added to the Redemption Date funds on deposit in the Payment Account and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions Collection Account that are payable to the Redemption Date to Noteholders, equals the Holders thereof upon surrender redemption price for each Class of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding Principal Amount Notes, whereupon all the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities Notes called for redemption shall be payable on the redemption date.
(c) On presentation and surrender of the Principal Amount Notes, the Indenture Trustee shall pay to the Holders of such Trust Securities as they appear Notes on the Securities Register redemption date an amount equal to their redemption price. On the redemption date, the Indenture Trustee shall, based on the information in the Servicing Certificate for the Trust Securities relevant Payment Date, withdraw from the Payment Account and remit to the Credit Enhancer the lesser of
(i) the amount available for distribution on the relevant record dates redemption date, net of the amount needed to pay the redemption price and
(ii) the unpaid amounts due to the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement) and any other sums owed under the Insurance Agreement. If all of the Noteholders do not surrender their Principal Amount Notes for final payment and cancellation by the redemption date, the Indenture Trustee shall hold in the Payment Account, for the related Distribution Datesbenefit of the Noteholders and the Issuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders.
(d) Any election to redeem Principal Amount Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. If The Issuer Order shall specify the items required in the notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingmailed to Noteholders. In the event that any Redemption Date is not a Business Day, then payment The Issuer shall notify each Rating Agency of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateredemption.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Samples: Indenture (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2006-D), Indenture (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2006-C), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2006-B)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 $ or integral -- multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25$ . The Property Trustee shall promptly -- notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Txu Electric Capital Viii), Trust Agreement (Txu Capital Iv), Trust Agreement (Allete Capital Iii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, subject to Section 4.02(c4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; providedPROVIDED, howeverHOWEVER, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 10 or an integral multiples multiple of $10 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $2510. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Pacific Crest Capital Inc), Trust Agreement (PCC Capital I), Trust Agreement (PCC Capital I)
Redemption. You can redeem Extra Points for rewards (a“Rewards”) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)reward store available on the Site. To redeem Extra Points, the Property Trustee you will be required need to have earned a minimum number of Extra Points. The Site will include information on how many Extra Points are needed to redeem a Like Amount of Trust Securities at Reward, instructions on how to redeem Extra Points for the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity DateReward, as well as any applicable terms and conditions regarding the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount use of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesReward. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to Extra Points can be redeemed only while supplies last and only during any applicable redemption term. Extra Points redemptions are final. Extra reserves the right to modify the available Rewards and their corresponding Extra Points redemption prices and requirements and any corresponding terms and conditions at any time for any reason in partExtra’s sole discretion. You are solely responsible for the payment of all taxes which may result from your redemption of Extra Points for Rewards. Rewards carry no warranty other than that offered by the manufacturer or service provider. WE DO NOT MAKE ANY WARRANTY, to the portion REPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO ANY REWARD, INCLUDING BUT NOT LIMITED TO ITS QUALITY, MECHANICAL CONDITIONS, OR FITNESS FOR A PARTICULAR PURPOSE. YOU AGREE TO LOOK SOLELY TO THE MANUFACTURER OR SERVICE PROVIDER FOR ANY SUCH WARRANTY, REPRESENTATION, OR GUARANTEE. YOU HEREBY RELEASE EXTRA, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, BUSINESS PARTNERS, AND LICENSORS (COLLECTIVELY, THE “EXTRA PARTIES”) FROM ANY DAMAGES ARISING IN CONNECTION WITH ANY AND ALL REWARDS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. Extra does not endorse any provider of the Liquidation Amount of Preferred Trust Securities which has been Rewards (“Reward Provider”), or is to be redeemedany products or services offered by Reward Providers.
Appears in 3 contracts
Samples: Terms of Service, Terms of Service, Terms of Service
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Rocky Mountain time, on the Redemption Date, subject to Section 4.02(c4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Fib Capital Trust), Trust Agreement (Fib Capital Trust), Trust Agreement (First Interstate Bancsystem of Montana Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, with respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.02(c4.2(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. With respect to Preferred Securities held in book-entry form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption DateDate (or, if such date is not a Business Day, the next Business Day following such date).
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Us Home & Garden Trust I), Trust Agreement (Us Home & Garden Trust I), Trust Agreement (Us Home & Garden Trust I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions a price per Trust Security equal to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption (which notice shall be irrevocable) in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the relevant Persons' accounts at such Clearing Agency on the applicable Redemption Date. If the Preferred Securities are no longer in book-entry-only form, and in the case of the Common Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid any Distributions payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Preferred Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 ____ or an integral multiples multiple of $____ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25____. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Ace Ina Holdings Inc), Trust Agreement (Ace Ina Holdings Inc), Trust Agreement (Ace Ina Holdings Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Bb&t Corp), Trust Agreement (BB&T Capital Trust II), Trust Agreement (BB&T Capital Trust II)
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)Trust of a notice of redemption of Debentures, the Property Trustee Trust will be required to redeem call for redemption a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to on the Debenture Redemption Date or Maturity Date, as and will call for redemption all Outstanding Trust Securities on the case may bestated maturity date of the Debentures.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated _% to the Common Trust Securities and __% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedAdministrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Pse&g Capital Trust Iii), Trust Agreement (Pse&g Capital Trust Iii), Trust Agreement (Pse&g Capital Trust Iii)
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method provided that so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Bb&t Corp), Trust Agreement (Bb&t Corp), Trust Agreement (Bb&t Corp)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Junior Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in such notice. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has immediately available funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York Minneapolis time, on the Redemption Date, subject to Section 4.02(c402(c), the Property Trustee shall irrevocably will, so long as the Capital Securities are in book-entry-only form, deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 402(c), will deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a403(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust outstanding Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Community First Bankshares Inc), Trust Agreement (Community First Bankshares Inc), Trust Agreement (Community First Bankshares Inc)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 20 nor more than 60 90 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said such date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address or places where Preferred Securities Certificates are to be surrendered for payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon11:00 a.m., New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the Redemption Price for the Preferred Securities being redeemed on such date and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of such Preferred Securities. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, by 11:00 a.m., New York time, on the Redemption Date, subject to Section 4.02(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof Owners of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 90 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple thereof) of the aggregate Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Usf&g Corp), Trust Agreement (Usf&g Corp), Trust Agreement (Usf&g Corp)
Redemption. (a) On each Debenture Indenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debt Securities, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesDebt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for or such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 $ or an integral multiples multiple of $ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25$ . The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Atlas Air Capital Iii), Trust Agreement (Atlas Air Capital Iii), Trust Agreement (Atlas Air Capital Iii)
Redemption. (a) On each Debenture Note Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Notes, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions a price per Trust Security equal to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesNotes. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption (which notice shall be irrevocable) in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the relevant Persons' accounts at such Clearing Agency on the applicable Redemption Date. If the Preferred Securities are no longer in book-entry-only form, and in the case of the Common Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid any Distributions payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Preferred Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen (15) days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 ____ or an integral multiples multiple of $____ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25____. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Trenwick America Capital Trust Iii), Trust Agreement (Trenwick America Capital Trust Iii), Trust Agreement (Trenwick America Capital Trust Iii)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to the Redemption Date to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said such date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds legally and immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, then on or prior to the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 __ or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25__. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
(g) Subject to the foregoing provisions of this Section 4.02 and to applicable law (including, without limitation, United States federal securities laws), the Depositor or its Affiliates may, at any time and from time to time, purchase outstanding Preferred Trust Securities by tender, in the open market or by private agreement.
Appears in 3 contracts
Samples: Trust Agreement (FPL Group Capital Inc), Trust Agreement (Florida Power & Light CO Trust II), Trust Agreement (FPL Group Trust II)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Trust Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Trust Preferred Securities. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Samples: Trust Agreement (Indymac Capital Trust I), Trust Agreement (Indymac Capital Trust I), Trust Agreement (Indymac Capital Trust I)
Redemption. (a) On each Debenture Redemption Date, each Debenture Repayment Date and at the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or in the case of a Debenture Repayment Date, not less than 10 nor more than 15 Business Days prior to the Redemption Date) to each Holder of Trust Securities to be redeemed, redeemed (provided that the Depositor shall give the Property Trustee at least 5 days prior notice of such Holder's address appearing in the Security Registerintention to redeem). All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesthe Debentures or payment on a Debenture Repayment Date or the Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon10:00 A.M., New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Susquehanna Capital IV), Trust Agreement (Susquehanna Bancshares Inc)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date;
(vi) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price; and
(vivii) if such other matters as the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Property Trustee shall surrender their Preferred Trust Securities Certificatesdeem desirable or appropriate.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that if the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, Date all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereonPrice, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date on which such Redemption Price plus accumulated and unpaid Distributions is shall actually be paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected pro rata not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and redemption which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Atlantic Capital Ii), Trust Agreement (Atlantic City Electric Co)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bedate of such payment.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions Dividends to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment will become due and payable upon each such Trust Security to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment to the Holders holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date redemption date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofdate of such payment, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date the fifteenth day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for a redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Tu Electric Capital Ii), Trust Agreement (Tu Electric Capital I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price, or if the Redemption Price and cannot be calculated prior to the amount of accumulated and unpaid Distributions time the notice is required to be paid sent, the estimate of the Redemption Price provided pursuant to the Indenture together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that notice of such actual Redemption Price is received pursuant to the Indenture);
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred place or places where the Trust Securities are no longer held in book-entry only form, to be surrendered for the place and address where payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Preferred Securities that are not Book- Entry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.4(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Securities, or with respect to Book-Entry Preferred Securities, in accordance with the Clearing Agency's customary procedures. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. In the event that less than all of the Preferred Securities (other than Book-Entry Preferred Securities) represented by a Preferred Securities Certificate are to be redeemed, upon surrender of such Preferred Securities Certificate the Administrative Trustee, or any one of them, shall execute and deliver to the Paying Agent, for further delivery to the Holder of such Preferred Securities without service charge, a new Preferred Securities Certificate representing the unredeemed Preferred Securities evidenced by the Preferred Securities Certificate so surrendered. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Owens Corning Capital Ii), Trust Agreement (Owens Corning Capital Ii)
Redemption. (a) On each Debenture Subordinated Debt Security Redemption Date and at on the stated maturity date ("Maturity Date") for the Debentures (as defined in of the Subordinated Indenture)Debt Securities, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price, or if the Redemption Price and cannot be calculated prior to the amount of accumulated and unpaid Distributions time the notice is required to be paid sent, the estimate of the Redemption Price provided pursuant to the Indenture together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that notice of such actual Redemption Price is received pursuant to the Indenture);
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred place or places where the Trust Securities are no longer held in book-entry only form, to be surrendered for the place and address where payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesSubordinated Debt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Preferred Securities that are not Book Entry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.4(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Securities, or with respect to Book-Entry Preferred Securities, in accordance with the Clearing Agency's customary procedures. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. In the event that less than all of the Preferred Securities (other than Book-Entry Preferred Securities) represented by a Preferred Securities Certificate are to be redeemed, upon surrender of such Preferred Securities Certificate the Administrative Trustee, or any one of them, shall execute and deliver to the Paying Agent, for further delivery to the Holder of such Preferred Securities without service charge, a new Preferred Securities Certificate representing the unredeemed Preferred Securities evidenced by the Preferred Securities Certificate so surrendered. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Declaration of Trust and Trust Agreement (Willamette Industries Inc), Declaration of Trust and Trust Agreement (Willamette Industries Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price, and an Administrative Trustee or the Property Trustee will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record date, which shall be one at the close of business on the Business Date prior to Day immediately preceding the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the close of business on the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Hl&p Capital Trust I), Trust Agreement (Hl&p Capital Trust Iv)
Redemption. (a) On each Upon receipt by the Trust of a notice of redemption of Debentures, the Trust will call for redemption a Like Amount of Outstanding Trust Securities on the Debenture Redemption Date and at will call for redemption all Outstanding Trust Securities on the stated maturity date ("Maturity Date") for of the Debentures (as defined Debentures, in the Subordinated Indenture)each case, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedAdministrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Public Service Electric & Gas Co), Trust Agreement (Pseg Funding Trust Ii)
Redemption. (a) On each Debenture Redemption Date and at on the ---------- stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price, or if the Redemption Price and cannot be calculated prior to the amount time the notice of accumulated and unpaid Distributions redemption is required to be paid on sent, the Redemption Datemanner of calculation thereof;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 10:00 a.m., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(cSECTION 4.2(c), the Property Trustee shall will, with respect to Capital Securities evidenced by one or more Global Capital Securities Certificates, irrevocably deposit with the Clearing Agency for such Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Capital Securities evidenced by one or more Definitive Capital Securities Certificates, the Property Trustee, subject to SECTION 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions with respect to the Redemption Date such Capital Securities to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Definitive Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have has been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable distribution rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on a date to be established as the relevant record datedate for the distribution by the Property Trustee, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen not more than 45 days nor less than 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(aSECTION 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected not less than 15 nor more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, on a pro rata basis or by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000; provided, however, that redemption must be pro rata on the basis of the Outstanding Capital Securities held by each Holder unless the Property Trustee advised by Opinion of Counsel determines that non-pro rata redemption will not cause the Trust to fail or cease to be classified as a grantor trust for United States federal income tax purposes or, if the Trust might fail or cease to be classified as a grantor trust, will not cause the Trust to be classified as an association taxable as a corporation for United States federal income tax purposes. In any such proration the Property Trustee may make such adjustments so that any Capital Security to be redeemed shall, after such redemption, be in an authorized denomination. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (DPL Inc), Trust Agreement (DPL Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided that so long as the Capital Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Declaration of Trust and Trust Agreement (Popular Inc), Declaration of Trust and Trust Agreement (Popular Inc)
Redemption. (a) On each Debenture Preferred Stock Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Normal PPS and Common Securities at the Preferred Stock Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) On any Note Redemption Date prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem (i) a Like Amount of Normal PPS and Common Securities at the Note Redemption Price plus accrued and unpaid Contract Payments through the date of redemption, (ii) a Like Amount of Capital PPS at the Note Redemption Price and (iii) a Like Amount of Stripped PPS in exchange for the Qualifying Treasury Securities that are Corresponding Assets of the Stripped PPS and a payment equal to accrued and unpaid Contract Payments through the date of redemption.
(c) On each Note Redemption Date following the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem a Like Amount of Capital PPS at the Note Redemption Price.
(d) If a Remarketing is Successful, then promptly after the Remarketing Settlement Date the Issuer Trust shall redeem the Capital PPS, in whole but not in part (including Capital PPS issued in connection with a Contingent Exchange Election), in kind by exchanging for each Capital PPS a Like Amount of Notes (or, if the Depositor shall have elected to remarket the Notes in the form of New Trust Preferred Securities, New Trust Preferred Securities). If a Failed Remarketing occurs but on the Stock Purchase Date there is no Deferred Note Interest Amount outstanding, then promptly after the Stock Purchase Date the Issuer Trust shall redeem the Capital PPS, in whole but not in part, in kind by exchanging for each Capital PPS a Like Amount of Notes. If a Failed Remarketing occurs and there is a Deferred Note Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time thereafter when no Deferred Note Interest Amount is outstanding to redeem the Capital PPS, in whole but not in part, in kind by exchanging for each Capital PPS a Like Amount of Notes. Any such redemption will be effected by Book-Entry Transfer of Notes in global form if the Notes then settle and clear through the Clearing Agency, and if the Notes do not then settle and clear through the Clearing Agency by delivery of definitive certificates evidencing the Notes to the Holders of Capital PPS.
(e) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant to Section 4.2(d) after a Successful Remarketing) nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Securities Register. The Depositor shall provide a completed form of notice of redemption to the Property Trustee not later than five Business Days prior to the date of mailing of such notice of redemption. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) unless the redemption is a redemption of Capital PPS in kind pursuant to Section 4.2(d), the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Depositor or a calculation agent appointed by it on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities of the relevant Series to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(f)(ii) below; and
(vi) if the Trust Preferred Securities Certificates are not Book-Entry Trust Preferred Securities are no longer held in book-entry only formCertificates on the Redemption Date, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(cf) In the case of a redemption of Normal PPS and Common Securities pursuant to Section 4.2(a) or Capital PPS pursuant to Section 4.2(c), in each case for payment of a cash Redemption Price:
(i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesa Like Amount of Preferred Stock or Notes, as applicable. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account from the Depositor’s redemption of Preferred Stock or Notes, as applicable, for the payment of such paymentRedemption Price.
(dii) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(f)(i), the Property Trustee shall or Paying Agent will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(f)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateoutstanding. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(fiii) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Normal PPS and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Normal PPS and Common Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in Normal PPS being redeemed based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch series. The particular Preferred Trust Securities Normal PPS to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities Normal PPS not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate; provided, however, that so long as the Normal PPS are in book-entry form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Normal PPS. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities Normal PPS selected for redemption and, in the case of any Preferred Trust Securities Normal PPS selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities Normal PPS shall relate, in the case of any Preferred Trust Securities Normal PPS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which Normal PPS that has been or is to be redeemed.
(iv) If less than all the Outstanding Capital PPS are to be redeemed on a Redemption Date, then the particular Capital PPS to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Capital PPS not previously called for redemption by any method the Property Trustee deems fair and appropriate; provided, however, that so long as the Capital PPS are in book-entry form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital PPS. The Property Trustee shall promptly notify the Securities Registrar in writing of the Capital PPS selected for redemption and, in the case of any Capital PPS selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital PPS shall relate, in the case of any Capital PPS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital PPS that has been or is to be redeemed.
(v) Payment of the Redemption Price on the Trust Securities shall be made to the record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Trust Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date. For Federal income tax purposes, any partial redemption of Trust Securities shall be treated by Depositor and the Issuer Trust, and in purchasing the Trust Securities, the Holders agree to treat such partial redemption, as an in-kind distribution of the Trust Property to be redeemed to the Holders of the Trust Securities in redemption of the Trust Securities chosen to be redeemed by the Property Trustee or Clearing Agency immediately followed by a cash redemption by Depositor of such Trust Property held by such Holders.
Appears in 2 contracts
Samples: Trust Agreement (Wells Fargo Capital XVIII), Trust Agreement (Wells Fargo & Co/Mn)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for Date of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i1) the Redemption Date;
(ii2) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii3) the CUSIP number;
(iv4) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v5) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi6) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Preference of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or repayment on the Maturity Date of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will, so long as the Trust Preferred Securities are in book-entry-only form, deposit irrevocably with the Depository funds sufficient to pay the applicable Redemption Price and will give the Depository irrevocable instructions and authority to pay the applicable Redemption Price to the Holders thereof. If the Trust Preferred Securities are not in book-entry-only form, then, on the Redemption Date, subject to Section 4.02(c), the Property Trustee will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Trust Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest additional Distributions or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business DayDay (without any reduction in Distributions in respect of such early payment), in each case, case with the same force and effect as if made on such dateRedemption Date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which as long as the Trust Preferred Securities are in book-entry-only form, shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Trust Securities do are not remain in book-entry-only form, the relevant record date shall be the date fifteen that is 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Preference of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Preference) among the Trust Common Trust Securities and to the Trust Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Trust Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Trust Preferred Trust Securities not previously called for redemption, by lot or by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount Preference of Trust Preferred Trust Securities of a denomination larger than $25; provided that, in respect of Trust Preferred Securities registered in the name of and held of record by the Depository or its nominee (or any successor Depository or its nominee), the distribution of the proceeds of such redemption will be made in accordance with the procedures applied by such Depository or nominee. The Trust may not redeem fewer than all of the Outstanding Trust Preferred Securities unless all accumulated and unpaid Distributions have been paid on all Trust Preferred Securities for all quarterly distribution periods terminating on or prior to the Redemption Date. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Trust Preferred Trust Securities selected for redemption and, in the case of any Trust Preferred Trust Securities selected for partial redemption, the Liquidation Amount Preference thereof to be redeemed. If fewer than all of the Trust Securities represented by a Trust Securities Certificate are redeemed, not less than two Administrative Trustees shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Trust Securities shall relate, in the case of any Trust Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount Preference of Trust Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Hawaiian Electric Co Inc), Trust Agreement (Heco Capital Trust Ii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; andand 23 18
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; 24 19 provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Chase Capital Iii), Trust Agreement (Chase Capital Vi)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 _____ or an integral multiples multiple of $_____ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25_____. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (First Tennessee Capital Iv), Trust Agreement (First Tennessee Capital Iv)
Redemption. (a) On each Debenture Redemption Date and Upon the repayment or redemption at the maturity date ("Maturity Date") for the Debentures (as defined any time, in the Subordinated Indenture)whole or in part of any Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus Price; provided, however, that the Trust may not redeem less than all of the Trust Securities then Outstanding unless it has paid or pays on or prior to such Redemption Date all accumulated and unpaid Distributions to the Redemption Date on all Trust Securities for all Distribution Periods terminating on or Maturity Date, as the case may beprior thereto.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York timeEastern Time, on the Redemption Date, subject with respect to Section 4.02(c)Capital Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Clearing Agency for the Capital Securities, only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Capital Securities held in certificated form, the Property Trustee, by 12:00 noon, Eastern Time, on the Redemption Date will irrevocably deposit with the Paying Agent Agent, only to the extent that the Trust has funds sufficient to pay then on hand and available in the Payment Account for the payment of the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions payable on the Trust Securities with respect to any Distribution Dates occurring Date falling on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid any Distributions payable on or prior to the Redemption Date thereofDate, but without interest thereonfor any period from and after the Redemption Date, on such Redemption Date and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption DateSecurities.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities then Outstanding and to the Preferred Trust Capital Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiesthen Outstanding. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 __ or an integral multiples multiple of $__ in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $25__. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
(g) If allowed under the applicable law, including without limitation United States federal securities law, the Depositor or it subsidiaries (other than the Trust) may at any time, and from time to time purchase Capital Securities then Outstanding by tender, in the open market or by private agreement; provided, however that neither the Depositor nor any of its subsidiaries shall have this right during an Extension Period.
Appears in 2 contracts
Samples: Trust Agreement (Downey Financial Capital Trust Iii), Trust Agreement (Downey Financial Capital Trust Iii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, subject to Section 4.02(c4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Paying Agent Clearing Agency for the Preferred Securities, to the extent funds are available, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent funds are available, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, on such Redemption Date and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption DateSecurities.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (BFC Capital Trust Ii), Trust Agreement (Bancfirst Corp /Ok/)
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesthe Debentures or payment on the Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, [which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date].
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 [ ] or an integral multiples multiple of $[ ] in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $25[ ]. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (J P Morgan Chase & Co), Trust Agreement (JPMorgan Chase Capital XXII)
Redemption. (a) On each Debenture Preferred Stock Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Apex and Common Securities at the Preferred Stock Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;number of the Apex; TRUST AGREEMENT
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(c)(ii) below; and
(vi) if the Preferred Trust Securities Apex Certificates are no longer held in booknot Book-entry only formEntry Apex Certificates on the Redemption Date, the place and address or places where the Holders shall surrender their Preferred Trust Securities CertificatesApex Certificates are to be surrendered for the payment of the Redemption Price.
(c) In the case of a redemption of Apex and Common Securities pursuant to Section 4.2(a), in each case for payment of a cash Redemption Price:
(i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesa Like Amount of Preferred Stock. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account from the Sponsor’s redemption of Preferred Stock, for the payment of such paymentRedemption Price.
(dii) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust SecuritiesApex, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall or Paying Agent will, with respect to Book-Entry Apex, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Apex, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Apex. With respect to Apex that are not Book-Entry Apex, the Property Trustee, subject to Section 4.2(c)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Apex upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Apex Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateoutstanding. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Sponsor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.Price. TRUST AGREEMENT
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(fiii) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Apex and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Apex and Common Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in Apex being redeemed based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch Series. The particular Preferred Trust Securities Apex to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities Apex not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided that so long as the Apex are in book-entry form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Apex. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities Apex selected for redemption and, in the case of any Preferred Trust Securities Apex selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities Apex shall relate, in the case of any Preferred Trust Securities Apex redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which Apex that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Goldman Sachs Group Inc), Trust Agreement (Goldman Sachs Group Inc)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Texas Utilities Co /Tx/), Trust Agreement (Texas Utilities Co /Tx/)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date Date, the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Property Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, [subject to Section 4.02(c4.2(c), ,] the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Paying Agent Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent such Clearing Agency irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Datesthereof. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain are no longer in book-entry-only form, the relevant record date shall be the date fifteen days prior Property Trustee, [subject to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.Section
Appears in 2 contracts
Samples: Trust Agreement (Sierra Pacific Resources Capital Trust Ii), Trust Agreement (Sierra Pacific Resources Capital Trust Ii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, subject to Section 4.02(c4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Paying Agent Clearing Agency for the Preferred Securities, to the extent funds are available, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent funds are available, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, on such Redemption Date and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption DateSecurities.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (SVB Capital I), Trust Agreement (Silicon Valley Bancshares)
Redemption. (a) On each Debenture Redemption Date and at the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities to be redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that if the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by By 12:00 noon, New York time, on the each Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with in the Paying Agent Payment Account immediately available funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions shall give to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Securities to be redeemed on such date upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, Date all rights of Securityholders holding the Holders of the Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay)Day, except that, that if such Business Day falls is in the next succeeding calendar year, such payment will shall be made on the immediately preceding Business Day, in each case, case with the same force and effect as if made on such dateRedemption Date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities Security called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities Security will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date on which such Redemption Price plus accumulated and unpaid Distributions is shall actually be paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all of the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) less than all of the Liquidation Amount of Preferred Trust Securities of represented by a denomination larger than $25Preferred Securities Certificate. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities Certificates representing Preferred Securities selected for redemption and, in the case of any Preferred Trust Securities Certificate selected for partial redemption, the Liquidation Amount thereof number of Preferred Securities to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities Certificates redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of those Preferred Trust Securities which has have been or is are to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Montana Power Capital I), Trust Agreement (Montana Power Co /Mt/)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property The Trustee will be required to redeem a Like Amount of Trust Securities at comply with the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount terms of the particular Trust Securities Letter with regard to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be OutstandingBook-Entry Notes. In the event that any Redemption Date is not a Business Day, then payment case of the Redemption Price payable on such date plus accumulated and unpaid Distributions Book-Entry Notes stated by their terms to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant redeemable prior to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueStated Maturity, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed least 60 calendar days before the date fixed for redemption for purposes of calculating (the "Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment Date"), the Issuer shall notify the Trustee of the Redemption Price on Issuer's election to redeem such Book-Entry Notes in whole or in part and the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in bookprincipal amount of such Book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are Entry Notes to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiesso redeemed. The particular Preferred Trust Securities to be redeemed shall be selected At least 30 calendar days but not more than 60 days prior to the Redemption Date by Date, the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) notify DTC of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Issuer's election to redeem such Book-Entry Notes. The Property Trustee shall promptly notify the Transfer Agent Issuer and Registrar in writing DTC of the Preferred Trust Securities selected for redemption and, in CUSIP numbers of the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or particular Book-Entry Notes to be redeemed only either in whole or in part. The Issuer, the Trustee and DTC will confirm the amounts of such principal and any premium and interest payable with respect to each such Book-Entry Note on or about the fifth Business Day preceding the Redemption Date of such Book-Entry Note. The Issuer will pay the Trustee, in accordance with the terms of the Indenture, the amount necessary to redeem each such Book-Entry Note or the applicable portion of each such Book-Entry Note. The Trustee will pay such amount to DTC at the times and in the manner set forth herein. Promptly after payment to DTC of the amount due on the Redemption Date for such Book-Entry Note, the Trustee shall make the appropriate entry on its records to cancel any such Book-Entry Note redeemed in whole and shall deliver an appropriate debit advice to the Issuer. If a Book-Entry Note is to be redeemed in part, the Trustee will make the appropriate entry on its records to cancel the portion of the Liquidation Amount of Preferred Trust Securities which has been or is such Book-Entry Note to be redeemedredeemed and the remaining portion of such Book-Entry Note shall bear the same CUSIP number.
Appears in 2 contracts
Samples: Agency Agreement (Piedmont Natural Gas Co Inc), Agency Agreement (Piedmont Natural Gas Co Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemedSecurities, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount Redemption Price cannot be calculated prior to the time the notice of accumulated and unpaid Distributions redemption is required to be paid on sent, the Redemption Datemanner of calculation thereof;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date Date, the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 10:00 a.m., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions with respect to the Redemption Date such Preferred Securities to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution DatesDistribution. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and any unpaid Distributions Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, case with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on a date to be established as the relevant record datedate for the distribution by the Administrators, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen not more than 60 days nor less than 30 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not less than 30 nor more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate. Any such proration may be based on the aggregate Liquidation Amount of Trust Securities held by each Holder and in making any such proration the Property Trustee may make such adjustments as may be appropriate and which may provide for the selection for redemption of portions (in order that only Trust Securities in Liquidation Amount equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $2525 in excess thereof shall be redeemed. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
(g) In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed pro rata among the Holders of Trust Securities on the next Distribution Date.
Appears in 2 contracts
Samples: Trust Agreement (Bear Stearns Companies Inc), Trust Agreement (Bear Stearns Companies Inc)
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the Trust of a notice of redemption or other acceleration of the maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Junior Debt Securities, the Property Trustee Trustee, subject to Section 4.3, will be required to redeem call for redemption a Like Amount of Trust Securities on the Junior Debt Security Redemption Date and will call for redemption all Outstanding Trust Securities on the stated maturity date of the Junior Debt Securities, in each case at the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) the place or places where Trust Securities are to be surrendered for payment of the Redemption Price; and
(vi) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesJunior Debt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand legally available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then[, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price for the Preferred Securities being redeemed on such date and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are not in book-entry-only form,] the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of accumulated and unpaid Distributions on the Redemption Price on Date of the Trust Securities shall will be made subject to the rights of Holders thereof as they appear on the Securities Register for the Trust Securities close of business on the relevant record date, which shall be one Business date in respect of a Distribution Date occurring on or prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant such Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected selected) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. If fewer than all of the Trust Securities represented by a Trust Securities Certificate are redeemed, an Administrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Cna Financial Corp), Trust Agreement (Cna Financial Corp)
Redemption. (a) On each Debenture If all the outstanding Bonds underlying any series of Custodial Receipts are redeemed in full in accordance with the terms of the Bonds, the Custodian, in accordance with the provisions of this Section 5.03, shall redeem in full the related series of Custodial Receipts. Upon such redemption of any Custodial Receipt, the Holder will have no right (other than claw back rights under the United States Bankruptcy Code) to receive payments after the Redemption Date and at Date, except to receive amounts payable under Section 5.01 hereof (the maturity date “Redemption Price”). Any mandatory tender of or purchase in lieu of redemption of the Bonds pursuant to the constituent bond ("Maturity Date"and, as applicable, trust) for documents shall be treated by the Debentures (as defined Custodian in the Subordinated Indenture), same manner as a redemption of the Property Trustee will be required to redeem a Like Amount Bonds in full. Upon any mandatory tender of Trust Securities at or purchase in lieu of redemption of the Redemption Price plus accumulated and unpaid Distributions Bonds the Custodian shall deliver such Bonds to the Redemption Date or Maturity Date, as the case may betrustee therefor upon payment therefor.
(b) In the event of a partial redemption of the Bonds underlying any series of Custodial Receipts, the related series of Senior Custodial Receipts and Subordinate Custodial Receipts shall be redeemed on a pro rata basis, except in the event of any shortfall in payment of the scheduled principal due with respect to such series of Bonds in connection with any such partial redemption, the related Senior Custodial Receipts shall be redeemed prior to any use of such redemption payment to pay principal of the related Subordinate Custodial Receipts. In the case of a partial redemption, to the extent practical, the Custodian shall redeem Custodial Receipts so that not more than one is other than an Authorized Denomination.
(c) Notice of redemption of Custodial Receipts shall be given by the Property Trustee Custodian by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date mail to each Holder of Trust Securities any Custodial Receipt to be redeemed, at such Holder's address appearing in redeemed within five (5) days after notice of redemption of the Security Registerunderlying Bonds has been received by the Custodian. All notices of redemption or liquidation shall state:
(i) state the Redemption Date;
(ii) date fixed for redemption of the Redemption Price Custodial Receipts, the place at which Custodial Receipts are to be surrendered for payment, whether the payment upon redemption includes any redemption premium and the amount thereof, that interest on amounts of accumulated Custodial Receipts redeemed will cease to accrue from and unpaid Distributions to be paid on after the Redemption Date;
(iii) the CUSIP number;
(iv) Date and, if less than all the Outstanding Trust Securities are full principal amount of a Holder’s Custodial Receipt is to be redeemed, the identification and the total Liquidation Amount principal amounts of the particular Trust Securities Custodial Receipt to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed , and that Distributions thereon will cease to accrue on and after said date; and
upon surrender of such Custodial Receipt for payment the Custodian shall deliver to, or upon written order of, such Holder a new Custodial Receipt, evidencing the amount not redeemed in Authorized Denominations (vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities 5.01(b) hereof with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delaypayments by wire transfer), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Samples: Custody Agreement (America First Multifamily Investors, L.P.), Custody Agreement (America First Tax Exempt Investors Lp)
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)Trust of a notice of redemption of Debentures, the Property Trustee Trust will be required to redeem call for redemption a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to on the Debenture Redemption Date or Maturity Date, as and will call for redemption all Outstanding Trust Securities on the case may bestated maturity date of the Debentures.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated __% to the Common Trust Securities and __% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedAdministrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Pse&g Capital Trust Iii), Trust Agreement (Pseg Power Capital Trust V)
Redemption. (a) On each Upon receipt by the Trust of a notice of redemption of Debentures, the Trust will call for redemption a Like Amount of Outstanding Trust Securities on the Debenture Redemption Date and at will call for redemption all Outstanding Trust Securities on the stated maturity date ("Maturity Date") for of the Debentures (as defined Debentures, in the Subordinated Indenture)each case, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated __% to the Common Trust Securities and __% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedAdministrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Pseg Funding Trust Ii), Trust Agreement (Public Service Enterprise Group Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided that so long as the Capital Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Declaration of Trust and Trust Agreement (Popular Inc), Declaration of Trust and Trust Agreement (Popular Inc)
Redemption. (a) On each Debenture Redemption Date, each Debenture Repayment Date and at the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or in the case of a Debenture Repayment Date, not less than 10 nor more than 15 Business Days prior to the Redemption Date) to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesthe Debentures or payment on a Debenture Repayment Date or the Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (J P Morgan Chase & Co), Trust Agreement (J P Morgan Chase & Co)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for Date of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i1) the Redemption Date;
(ii2) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii3) the CUSIP number;
(iv4) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v5) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi6) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Preference of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or repayment on the Maturity Date of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will, so long as the Trust Preferred Securities are in book-entry-only form, deposit irrevocably with the Depository funds sufficient to pay the applicable Redemption Price and will give the Depository irrevocable instructions and authority to pay the applicable Redemption Price to the Holders thereof. If the Trust Preferred Securities are not in book-entry-only form, then, on the Redemption Date, subject to Section 4.02(c), the Property Trustee will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Trust Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest additional Distributions or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business DayDay (without any reduction in Distributions in respect of such early payment), in each case, case with the same force and effect as if made on such dateRedemption Date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which as long as the Trust Preferred Securities are in book-entry-only form, shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Trust Securities do are not remain in book-entry-only form, the relevant record date shall be the date fifteen that is 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Preference of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Preference) among the Trust Common Trust Securities and to the Trust Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Trust Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Trust Preferred Trust Securities not previously called for redemption, by lot or by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount Preference of Trust Preferred Trust Securities of a denomination larger than $25; provided that, in respect of Trust Preferred Securities registered in the name of and held of record by the Depository or its nominee (or any successor Depository or its nominee), the distribution of the proceeds of such redemption will be made in accordance with the procedures applied by such Depository or nominee. The Trust may not redeem fewer than all of the outstanding Trust Preferred Securities unless all accumulated and unpaid Distributions have been paid on all Trust Preferred Securities for all quarterly distribution periods terminating on or prior to the Redemption Date. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Trust Preferred Trust Securities selected for redemption and, in the case of any Trust Preferred Trust Securities selected for partial redemption, the Liquidation Amount Preference thereof to be redeemed. If fewer than all of the Trust Securities represented by a Trust Securities Certificate are redeemed, not less than two Administrative Trustees shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Trust Securities shall relate, in the case of any Trust Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount Preference of Trust Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Samples: Trust Agreement (Heco Capital Trust I), Trust Agreement (Hawaiian Electric Co Inc)
Redemption. (a) On each Debenture Debt Security Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debt Securities, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less fewer than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesDebt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Trust Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Trust Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Trust Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business (New York City time) on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and any unpaid Distributions Distribution payable on or prior to the Redemption Date thereofDate, but in each case without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such succeeding Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Sponsor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paiddeposited, in which case the actual payment such date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to provided, that if the Redemption Price is not deposited by 12:00 noon on such date, the next succeeding Business Day shall be the date fixed for redemption for purposes of calculating the Redemption Price.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less If fewer than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, redemption by such method as the Property Trustee shall shal deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Idacorp Trust Iii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP numbernumber or numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred place or places where the Trust Securities are no longer held in book-entry only form, to be surrendered for the place and address where payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price, will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.02(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.related
Appears in 1 contract
Samples: Trust Agreement (Amerus Capital I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, with respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.02(c4.2(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. With respect to Preferred Securities held in book-entry form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.any
Appears in 1 contract
Samples: Trust Agreement (American Coin Merchandising Trust Iv)
Redemption. (a) On each Debenture Preferred Stock Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Normal PCS and Common Securities at the Preferred Stock Redemption Price. TRUST AGREEMENT
(b) On any Note Redemption Date prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem (i) a Like Amount of Normal PCS and Common Securities at the Note Redemption Price plus accumulated accrued and unpaid Distributions Contract Payments through the date of redemption, (ii) a Like Amount of Capital PCS at the Note Redemption Price and (iii) a Like Amount of Stripped PCS in exchange for the Qualifying Treasury Securities that are Corresponding Assets of the Stripped PCS and a payment equal to accrued and unpaid Contract Payments through the Redemption Date or Maturity Date, as the case may bedate of redemption.
(bc) On each Note Redemption Date following the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem a Like Amount of Capital PCS at the Note Redemption Price.
(d) If a Successful Remarketing occurs, then promptly after the Remarketing Settlement Date the Issuer Trust shall redeem the Capital PCS, in whole but not in part (including Capital PCS issued in connection with a Contingent Exchange Election), in kind by exchanging for each Capital PCS a Like Amount of Notes. If a Failed Remarketing occurs but on the Stock Purchase Date there is no Deferred Note Interest Amount outstanding, then promptly after the Stock Purchase Date the Issuer Trust shall redeem the Capital PCS, in whole but not in part, in kind by exchanging for each Capital PCS a Like Amount of Notes. If a Failed Remarketing occurs and there is a Deferred Note Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time thereafter when no Deferred Note Interest Amount is outstanding to redeem the Capital PCS, in whole but not in part, in kind by exchanging for each Capital PCS a Like Amount of Notes. Any such redemption will be effected by Book-Entry Transfer of Notes in global form if the Notes then settle and clear through the Clearing Agency, and if the Notes do not then settle and clear through the Clearing Agency by delivery of definitive certificates evidencing the Notes to the Holders of Capital PCS.
(e) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant to Section 4.2(d) after a Successful Remarketing) nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. The Depositor shall provide a completed form of notice of redemption not later than five Business Days prior to the date of mailing. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) unless the redemption is a redemption of Capital PCS in kind pursuant to Section 4.2(d), the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities of the relevant Series to be redeemed;; TRUST AGREEMENT
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(e)(ii) below; and
(vi) if the Trust Preferred Securities Certificates are not Book-Entry Trust Preferred Securities are no longer held in book-entry only formCertificates on the Redemption Date, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(cf) In the case of a redemption of Normal PCS and Common Securities pursuant to Section 4.2(a) or Capital PCS pursuant to Section 4.2(e), in each case for payment of a cash Redemption Price:
(i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesa Like Amount of Preferred Stock or Notes, as applicable. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account from the Depositor’s redemption of Preferred Stock or Notes, as applicable, for the payment of such paymentRedemption Price.
(dii) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(f)(i), the Property Trustee shall or Paying Agent will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(f)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateoutstanding. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(fiii) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Normal PCS and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Normal PCS and Common Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in Normal PCS being redeemed based upon the proportion that the aggregate relative Liquidation Amount Amounts TRUST AGREEMENT of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch series. The particular Preferred Trust Securities Normal PCS to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities Normal PCS not previously called for redemptionredemption or, if that is not practical, by such lot or any other method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided, however, that so long as the Normal PCS are in book-entry form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Normal PCS. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities Normal PCS selected for redemption and, in the case of any Preferred Trust Securities Normal PCS selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities Normal PCS shall relate, in the case of any Preferred Trust Securities Normal PCS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which Normal PCS that has been or is to be redeemed.
(iv) If less than all the Outstanding Capital PCS are to be redeemed on a Redemption Date, then the particular Capital PCS to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Capital PCS not previously called for redemption or, if that is not practical, by lot or any other method the Property Trustee deems fair and appropriate, provided, however, that so long as the Capital PCS are in book-entry form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital PCS. The Property Trustee shall promptly notify the Securities Registrar in writing of the Capital PCS selected for redemption and, in the case of any Capital PCS selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital PCS shall relate, in the case of any Capital PCS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital PCS that has been or is to be redeemed.
(v) Payment of the Redemption Price on the Trust Securities shall be made to the recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Trust Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Maturity Date") for Date of the Debentures (as defined in the Junior Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in such notice. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has immediately available funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Denver time, on the Redemption Date, subject to Section 4.02(c402(c), the Property Trustee shall irrevocably will, so long as the Preferred Securities are in book-entry-only form, deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 402(c), will deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.with
Appears in 1 contract
Samples: Trust Agreement (Mb Capital I)
Redemption. (a) On each Debenture Redemption Date and at with respect to the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)Senior Deferrable Notes, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All Any notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that the Distributions thereon will cease to accrue on and after said such date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesSenior Deferrable Notes. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds legally and immediately available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust SecuritiesSecurities which notice when given shall become irrevocable, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee will, so long as the Trust Preferred Securities are in book-entry only form, irrevocably deposit with the Clearing Agency for the Trust Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Trust Preferred Securities are not in book-entry only form, the Property Trustee, subject to Section 4.02(c), shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Security Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), ) except that, if such Business Day falls is in the next succeeding calendar year, payment of such payment will Redemption Price shall be made on the immediately preceding Business Business, Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, accrue at the then applicable rate, from the such Redemption Date originally established by the Trust for such Trust Preferred Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Security Register for the Trust Securities on the relevant record date, which shall be one Business Date the close of business on the fifteenth calendar day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Trust Common Trust Securities and 97% to the Trust Preferred Trust Securities in the proportion Securities, with such adjustments that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiesamount so allocated shall be divisible by $10. The particular Trust Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Trust Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 10 or integral multiples thereof) thereof of the Liquidation Amount of Trust Preferred Trust Securities of a denomination larger than $2510); provided, however, that before undertaking redemption of the Trust Preferred Securities on other than a pro rata basis, the Property Trustee shall have received an Opinion of Counsel that the status of the Trust as a grantor trust for United States federal income tax purposes would not be adversely affected. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Trust Preferred Trust Securities selected for redemption and, in the case of any Trust Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Trust Securities shall relate, in the case of any Trust Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Trust Preferred Trust Securities which has been or is to be redeemed.
(g) Subject to the foregoing provisions of this Section 4.02 and to applicable law (including, without limitation, United States federal securities laws), the Corporation or its Affiliates may, at any time and from time to time, purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Samples: Trust Agreement (Semco Energy Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP numbernumber of the Trust Securities to be redeemed;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Trust Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Trust Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Trust Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and redemption which may provide for the selection for redemption of portions (equal to $25 [ ] or an integral multiples multiple of $[ ] in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25[ ]. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Empire District Electric Trust Ii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions a price per Trust Security equal to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee at the expense of the Depositor by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption (which notice shall be irrevocable) in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the relevant Persons' accounts at such Clearing Agency on the applicable Redemption Date. If the Preferred Securities are no longer in book-entry-only form, and in the case of the Common Securities, the Property Trustee, subject to Section 4.2(c) will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid any Distributions payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Preferred Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions Price. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives such datenotice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of Trust Securities to be redeemed as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Trust Security.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 ____ or an integral multiples multiple of $____ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25____. The If the Property Trustee is not the Security Registrar for the Preferred Securities, the Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
(g) Any determination made by the Property Trustee pursuant to this Section 4.2 shall be conclusive and binding upon the Debenture Issuer and the Holders of the Trust Securities in the absence of manifest error and the Property Trustee shall have no liability with respect to such determination.
Appears in 1 contract
Samples: Trust Agreement (Partnerre LTD)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bedate of such payment.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions Dividends to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment will become due and payable upon each such Trust Security to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of payment thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date the fifteenth day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for a redemption of portions (equal to $25 $ or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25$ . The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, with respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.02(c4.2(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. With respect to Preferred Securities held in book-entry form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption DateDate (or, if such date is not a Business Day, the next Business Day following such date).
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 10 or an integral multiples multiple of $10 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $2510. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.shall
Appears in 1 contract
Samples: Trust Agreement (American Coin Merchandising Trust Iv)
Redemption. (a) On The Notes are subject to optional redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date from the Payment Date immediately before which the aggregate Note Principal Balance of both Classes of Notes is less than or equal to 10% of the aggregate Original Note Principal Balance of both Classes of Notes. The redemption price for each Debenture Redemption Date and at Class of Notes shall be the maturity Note Principal Balance for that Class plus accrued aggregate Note Interest for that Class through the day before the redemption date ("Maturity Date") plus interest accrued on the aggregate Unpaid Investor Interest Shortfall for that Class of Notes, to the Debentures (as defined in the Subordinated Indenture), the Property Trustee extent legally permissible. No premium or penalty will be required to redeem a Like Amount payable by the Issuer in any redemption of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may beNotes.
(b) Notice The Issuer shall notify the Indenture Trustee of redemption its election to redeem the Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the ____ day and not later than the ____ day of the month before the month of the redemption. Payment on the Notes will only be given by made on presentation and surrender of the Property Notes at the office or agency of the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing specified in the Security Registerredemption notice. All notices of By the redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemeddate, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Issuer shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available deposit in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesimmediately available funds an amount that, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions when added to the Redemption Date funds on deposit in the Payment Account and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions Collection Account that are payable to the Redemption Date to Noteholders, equals the Holders thereof upon surrender redemption price for each Class of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding Notes, whereupon all the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities Notes called for redemption shall be payable on the redemption date.
(c) On presentation and surrender of the Notes, the Indenture Trustee shall pay to the Holders of such Trust Securities as they appear Notes on the Securities Register redemption date an amount equal to their redemption price. On the redemption date, the Indenture Trustee shall, based on the information in the Servicing Certificate for the Trust Securities relevant Payment Date, withdraw from the Payment Account and remit to the Credit Enhancer the lesser of (x) the amount available for distribution on the relevant record dates redemption date, net of the amount needed to pay the redemption price and (y) the unpaid amounts due to the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement) and any other sums owed under the Insurance Agreement. If all of the Noteholders do not surrender their Notes for final payment and cancellation by the redemption date, the Indenture Trustee shall hold in the Payment Account, for the related Distribution Datesbenefit of the Noteholders and the Issuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders.
(d) Any election to redeem Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. If The Issuer Order shall specify the items required in the notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingmailed to Noteholders. In the event that any Redemption Date is not a Business Day, then payment The Issuer shall notify each Rating Agency of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateredemption.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Samples: Indenture (CWHEQ, Inc.)
Redemption. (a) On each Debenture Debt Security Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debt Securities, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such HolderXxxxxx's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less fewer than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesDebt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Trust Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Trust Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Trust Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business (New York City time) on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and any unpaid Distributions Distribution payable on or prior to the Redemption Date thereofDate, but in each case without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such succeeding Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Sponsor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paiddeposited, in which case the actual payment such date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to provided, that if the Redemption Price is not deposited by 12:00 noon on such date, the next succeeding Business Day shall be the date fixed for redemption for purposes of calculating the Redemption Price.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less fewer than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, redemption by such method as the Property Trustee shall shal deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Idacorp Trust Iii)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 _____ or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25_____. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Enserch Capital I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry- only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method provided that so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to the Redemption Date to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said such date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds legally and immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, then on or prior to the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
(g) Subject to the foregoing provisions of this Section 4.02 and to applicable law (including, without limitation, United States federal securities laws), the Depositor or its Affiliates may, at any time and from time to time, purchase outstanding Preferred Trust Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Samples: Trust Agreement (FPL Group Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only entryonly form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Chase Capital Iii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number, International Securities Identification Number and Common Code;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Owners thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereofincluding, without limitation, by lot) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.as
Appears in 1 contract
Samples: Trust Agreement (Mbna Corp)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately 25 18 preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 _____ or an integral multiples multiple of $_____ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25_____. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 _____ or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25_____. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Txu Gas Capital Iv)
Redemption. (a) On The Principal Amount Notes are subject to optional redemption by the Issuer with the consent of the Master Servicer in whole on any Payment Date from the Payment Date immediately before which the aggregate Note Principal Balance of each Debenture Redemption Date and at Class of Principal Amount Notes is less than or equal to [10]% of the maturity aggregate Original Note Principal Balance of all Classes of Principal Amount Notes. The redemption price for each Class of Principal Amount Notes shall be the Note Principal Balance for that Class plus accrued aggregate Note Interest for that Class through the day before the redemption date ("Maturity Date") plus interest accrued on the aggregate Unpaid Investor Interest Shortfall for that Class of Notes, to the Debentures (as defined in the Subordinated Indenture), the Property Trustee extent legally permissible. No premium or penalty will be required to redeem a Like Amount payable by the Issuer in any redemption of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may beNotes.
(b) Notice The Issuer shall notify the Indenture Trustee of redemption its election to redeem the Principal Amount Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Master Servicer and the Co-Trustee and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Principal Amount Notes will only be given by made on presentation and surrender of the Property Notes at the office or agency of the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing specified in the Security Registerredemption notice. All notices of By the redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemeddate, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Issuer shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available deposit in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesimmediately available funds an amount that, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions when added to the Redemption Date funds on deposit in the Payment Account and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions Collection Account that are payable to the Redemption Date to Noteholders, equals the Holders thereof upon surrender redemption price for each Class of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding Principal Amount Notes, whereupon all the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities Notes called for redemption shall be payable on the redemption date.
(c) On presentation and surrender of the Principal Amount Notes, the Indenture Trustee shall pay to the Holders of such Trust Securities as they appear Notes on the Securities Register redemption date an amount equal to their redemption price. If all of the Noteholders do not surrender their Principal Amount Notes for final payment and cancellation by the redemption date, the Indenture Trustee shall hold in the Payment Account, for the Trust Securities on benefit of the relevant record dates for Noteholders and the related Distribution DatesIssuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders.
(d) Any election to redeem Principal Amount Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. If The Issuer Order shall specify the items required in the notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingmailed to Noteholders. In the event that any Redemption Date is not a Business Day, then payment The Issuer shall notify each Rating Agency of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateredemption.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Samples: Indenture (CWHEQ, Inc.)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Trust Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Trust Preferred Securities. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Trust Preferred Trust Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Trust Preferred Trust Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Trust Preferred Trust Securities not previously called for redemption, by such method provided that so long as the Property Trustee Trust Preferred Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Trust Preferred Trust Securities of a denomination larger than $25Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Trust Preferred Trust Securities selected for redemption and, in the case of any Trust Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Trust Securities shall relate, in the case of any Trust Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Trust Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed upon the written request and at the expense of the Depositor not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, ; provided that the Depositor shall give the Property Trustee at least five Business Days prior notice of the date of the giving of such Holder's address appearing in the Security Registernotice. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds from and to the extent available in the Payment Account sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds from and to the extent available in the Payment Account sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; andand 23 18
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; 24 19 provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 $ or an integral multiples multiple of $ in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $25$ . The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Chase Capital Ix)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bedate of such payment.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions Dividends to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment will become due and payable upon each such Trust Security to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent (or Clearing Agency, in the event the Preferred Securities are book-entry only) funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date redemption date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofdate of such payment, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Mp&l Capital I)
Redemption. (a) On each Debenture Indenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Notes, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date, except as provided in Section 4.2(d); and
(vi) if the Preferred place or places where the Trust Securities are no longer held in book-entry only formto be surrendered for payment of the Redemption Price, the place and address where the Holders shall surrender their Preferred Trust Securities Certificatesif applicable.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesNotes. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noonP.M., New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Paying Agent Clearing Agency for the Preferred Securities, to the extent available, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Oneok Inc /New/)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bedate of such payment.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions Dividends to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment will become due and payable upon each such Trust Security to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent (or Securities Depository, in the event the Preferred Securities are book-entry only) funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date redemption date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofdate of such payment, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date the fifteenth day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for a redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Mp&l Capital I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP numbernumber or numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred place or places where the Trust Securities are no longer held in book-entry only form, to be surrendered for the place and address where payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price, will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.02(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date date fixed for redemption of Trust Securities is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.01, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities and distribution of Debentures to holders of Capital Securities shall be made to the Holders record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen (15) days prior to the relevant Redemption Date or Liquidation Date, as applicable.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed redeemed, and the amount of the premium, if any, paid by the Parent upon the redemption of a Like Amount of Debentures pursuant to the Indenture, shall be allocated to proportionally between the Common Trust Securities and the Capital Securities according to the Preferred Trust Securities in the proportion that the their aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust SecuritiesAmounts. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal appropriate; provided that, after giving effect to $25 or integral multiples thereof) of the such redemption, no Holder shall hold Capital Securities with an aggregate Liquidation Amount of Preferred Trust Securities of a denomination larger less than $25100,000; and provided further that, so long as the Capital Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Metlife Inc)
Redemption. (a) On The Principal Amount Notes are subject to redemption in whole on any Payment Date on or after the Optional Termination Date. The redemption price for each Debenture Redemption Date and at Class of Principal Amount Notes shall be the maturity Note Principal Balance for that Class plus accrued aggregate Note Interest for that Class through the day before the redemption date ("Maturity Date") plus interest accrued on the aggregate Unpaid Investor Interest Shortfall for that Class of Notes, to the Debentures (as defined in the Subordinated Indenture), the Property Trustee extent legally permissible. No premium or penalty will be required to redeem a Like Amount payable by the Issuer in any redemption of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may beNotes.
(b) Notice The Issuer shall notify the Indenture Trustee of redemption its election to redeem the Principal Amount Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Master Servicer and the Co-Trustee and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Principal Amount Notes will only be given by made on presentation and surrender of the Property Notes at the office or agency of the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing specified in the Security Registerredemption notice. All notices of By the redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemeddate, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Issuer shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available deposit in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesimmediately available funds an amount that, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions when added to the Redemption Date funds on deposit in the Payment Account and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions Collection Account that are payable to the Redemption Date to Noteholders, equals the Holders thereof upon surrender redemption price for each Class of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding Principal Amount Notes, whereupon all the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities Notes called for redemption shall be payable on the redemption date.
(c) On presentation and surrender of the Principal Amount Notes, the Indenture Trustee shall pay to the Holders of such Trust Securities as they appear Notes on the Securities Register redemption date an amount equal to their redemption price. If all of the Noteholders do not surrender their Principal Amount Notes for final payment and cancellation by the redemption date, the Indenture Trustee shall hold in the Payment Account, for the Trust Securities on benefit of the relevant record dates for Noteholders and the related Distribution DatesIssuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders.
(d) Any election to redeem Principal Amount Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. If The Issuer Order shall specify the items required in the notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingmailed to Noteholders. In the event that any Redemption Date is not a Business Day, then payment The Issuer shall notify each Rating Agency of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateredemption.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Samples: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2006-A)
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the Trust of a notice of redemption or other acceleration of the maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Junior Debt Securities, the Property Trustee Trustee, subject to Section 4.3, will be required to redeem call for redemption a Like Amount of Trust Securities on the Junior Debt Security Redemption Date and will call for redemption all Outstanding Trust Securities on the stated maturity date of the Junior Debt Securities, in each case at the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) the place or places where Trust Securities are to be surrendered for payment of the Redemption Price; and
(vi) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesJunior Debt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand legally available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then[, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price for the Preferred Securities being redeemed on such date and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are not in book-entry-only form,] the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of accumulated and unpaid Distributions on the Redemption Price on Date of the Trust Securities shall will be made subject to the rights of Holders thereof as they appear on the Securities Register for the Trust Securities close of business on the relevant record date, which shall be one Business date in respect of a Distribution Date occurring on or prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant such Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected selected) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. If fewer than all of the Trust Securities represented by a Trust Securities Certificate are redeemed, an Administrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Cna Financial Corp)
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesthe Debentures or payment on the Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 $ or integral multiples ----- thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25$ . The Property Trustee shall ----- promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Txu Capital Iv)
Redemption. (a) On each Debenture Redemption Date, each Debenture Repayment Date and at the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will Trust shall be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or in the case of a Debenture Repayment Date, not less than 10 nor more than 15 Business Days prior to the Redemption Date) to each Holder of Trust Securities to be redeemed, redeemed (provided that the Depositor shall give the Property Trustee at least 5 days prior notice of such Holder's address appearing in the Security Registerintention to redeem). All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will shall become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will shall cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesthe Debentures or payment on a Debenture Repayment Date or the Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon10:00 A.M., New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and shall give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will shall give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will shall cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will shall cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will shall continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will shall be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 25.00 or an integral multiples multiple of $25.00 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $2525.00. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.be
Appears in 1 contract
Redemption. (a) On each Debenture Debt Security Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debt Securities, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less fewer than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesDebt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Trust Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Trust Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Trust Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.Distribution
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and The Securities shall be redeemable, at the option of the Company, in whole at any time or in part from time to time, on at least 20 days but not more than 60 days’ prior notice sent to the registered address of each holder of Securities to be so redeemed. If the Securities are redeemed at any time prior to the Par Call Date (one month prior to the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenturedate), the Property Trustee Securities will be required to redeem redeemed at a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions redemption price equal to the Redemption Date or Maturity Date, as greater of (i) 100% of the case may be.
(b) Notice principal amount of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in so redeemed plus accrued and unpaid interest thereon to the Security Register. All notices date of redemption or liquidation shall state:
(i) the Redemption Date;
and (ii) the Redemption Price sum of the present values of the remaining scheduled payments of principal of the Securities to be so redeemed and interest thereon that would have been made if the Securities matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the date of redemption, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (as defined herein) plus 20 basis points plus accrued and unpaid interest thereon to the date of redemption. If the Securities are redeemed on or after the Par Call Date (one month prior to the maturity date), the Securities will be redeemed at a redemption price equal to 100% of the principal amount of accumulated the Securities to be redeemed plus accrued and unpaid Distributions interest thereon to be paid the redemption date. In either case, the redemption is subject to the right of holders of record on the Redemption Date;
(iii) relevant record date to receive interest due on an Interest Payment Date that is on or before the CUSIP number;
(iv) if less date of redemption. If fewer than all of the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender selection of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except be made by the right of such Securityholders to receive Trustee in compliance with the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment requirements of the Redemption Price payable principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not listed on a national securities exchange, on a pro rata basis, by lot, or such date plus accumulated other method as the trustee deems appropriate and unpaid Distributions to fair (or such Redemption Date shall be made on other method as the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delayDTC may require), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to will be redeemed only in partthe minimum denominations of $2,000 and integral multiples thereof of $1,000. For purposes of determining the redemption price, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.following definitions shall apply:
Appears in 1 contract
Redemption. (a) On each Debenture Preferred Stock Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Normal PCS and Common Securities at the Preferred Stock Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) On any Note Redemption Date prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem (i) a Like Amount of Normal PCS and Common Securities at the Note Redemption Price plus accrued and unpaid Contract Payments through the date of redemption, (ii) a Like Amount of Capital PCS at the Note Redemption Price and (iii) a Like Amount of Stripped PCS in exchange for the Qualifying Treasury Securities that are Corresponding Assets of the Stripped PCS and a payment equal to accrued and unpaid Contract Payments through the date of redemption. TRUST AGREEMENT
(c) On each Note Redemption Date following the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem a Like Amount of Capital PCS at the Note Redemption Price.
(d) If a Successful Remarketing occurs, then promptly after the Remarketing Settlement Date the Issuer Trust shall redeem the Capital PCS, in whole but not in part (including Capital PCS issued in connection with a Contingent Exchange Election), in kind by exchanging for each Capital PCS a Like Amount of Notes. If a Failed Remarketing occurs but on the Stock Purchase Date there is no Deferred Note Interest Amount outstanding, then promptly after the Stock Purchase Date the Issuer Trust shall redeem the Capital PCS, in whole but not in part, in kind by exchanging for each Capital PCS a Like Amount of Notes. If a Failed Remarketing occurs and there is a Deferred Note Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time thereafter when no Deferred Note Interest Amount is outstanding to redeem the Capital PCS, in whole but not in part, in kind by exchanging for each Capital PCS a Like Amount of Notes. Any such redemption will be effected by Book-Entry Transfer of Notes in global form if the Notes then settle and clear through the Clearing Agency, and if the Notes do not then settle and clear through the Clearing Agency by delivery of definitive certificates evidencing the Notes to the Holders of Capital PCS.
(e) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant to Section 4.2(d) after a Successful Remarketing) nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. The Depositor shall provide a completed form of notice of redemption not later than five Business Days prior to the date of mailing. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) unless the redemption is a redemption of Capital PCS in kind pursuant to Section 4.2(d), the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities of the relevant Series to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(e)(ii) below; and
(vi) if the Trust Preferred Securities Certificates are not Book-Entry Trust Preferred Securities are no longer held in book-entry only formCertificates on the Redemption Date, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities Certificates.Certificates are to be surrendered for the payment of the Redemption Price. TRUST AGREEMENT
(cf) In the case of a redemption of Normal PCS and Common Securities pursuant to Section 4.2(a) or Capital PCS pursuant to Section 4.2(e), in each case for payment of a cash Redemption Price:
(i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesa Like Amount of Preferred Stock or Notes, as applicable. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account from the Depositor’s redemption of Preferred Stock or Notes, as applicable, for the payment of such paymentRedemption Price.
(dii) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(f)(i), the Property Trustee shall or Paying Agent will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(f)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateoutstanding. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(fiii) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Normal PCS and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Normal PCS and Common Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in Normal PCS being redeemed based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch series. The particular Preferred Trust Securities Normal PCS to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities Normal PCS not previously called for redemptionredemption or, if that is not practical, by such lot or any other method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided, however, that so long as the Normal PCS are in book-entry form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Normal PCS. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities Normal PCS selected for redemption and, in the case of any Preferred Normal PCS selected for partial redemption, the TRUST AGREEMENT Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Normal PCS shall relate, in the case of any Normal PCS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Normal PCS that has been or is to be redeemed.
(iv) If less than all the Outstanding Capital PCS are to be redeemed on a Redemption Date, then the particular Capital PCS to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Capital PCS not previously called for redemption or, if that is not practical, by lot or any other method the Property Trustee deems fair and appropriate, provided, however, that so long as the Capital PCS are in book-entry form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital PCS. The Property Trustee shall promptly notify the Securities Registrar in writing of the Capital PCS selected for redemption and, in the case of any Capital PCS selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities Capital PCS shall relate, in the case of any Preferred Trust Securities Capital PCS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which Capital PCS that has been or is to be redeemed.
(v) Payment of the Redemption Price on the Trust Securities shall be made to the recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Trust Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemedSecurities, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount Redemption Price cannot be calculated prior to the time the notice of accumulated and unpaid Distributions redemption is required to be paid on sent, the Redemption Datemanner of calculation thereof;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 10:00 a.m., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions with respect to the Redemption Date such Capital Securities to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution DatesDistribution. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and any unpaid Distributions Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, case with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on a date to be established as the relevant record datedate for the distribution by the Administrators, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen not more than 60 days nor less than 30 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not less than 30 nor more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate. Any such proration may be based on the aggregate Liquidation Amount of Trust Securities held by each Holder and in making any such proration the Property Trustee may make such adjustments as may be appropriate and which may provide for the selection for redemption of portions (in order that only Trust Securities in Liquidation Amount equal to $25 1,000 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $251,000 in excess thereof shall be redeemed. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
(g) In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed pro rata among the Holders of Trust Securities on the next Distribution Date.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method provided that so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (State Street Corp)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to Trust shall redeem a Like Amount of Trust Securities at the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number, if any, of the Trust Securities to be redeemed;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if any of the Preferred Trust Capital Securities are no longer not held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Capital Securities that are held in book-entry form, irrevocably deposit with the Depository for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Depository irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Capital Securities that are not held in book-entry form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, accrue at the then applicable rate, rate from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that any of the Preferred Capital Securities do are not remain held in book-entry-only entry form, the relevant record date for all Trust Securities shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000 or, if the Capital Securities are then held in the form of Global Capital Securities, in accordance with the Depository's customary procedures; provided in each case that any Holder of Capital Securities after redemption has at least 100 Capital Securities remaining after the redemption. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Integon Capital I)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Capital Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry- only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.. 21 15
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Owners thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property 22 16 Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Samples: Trust Agreement (Mbna Corp)
Redemption. (a) On The Notes are subject to optional redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date from the Payment Date immediately before which the aggregate Note Principal Balance of both Classes of Notes is less than or equal to 10% of the aggregate Original Note Principal Balance of both Classes of Notes. The redemption price for each Debenture Redemption Date and at Class of Notes shall be the maturity Note Principal Balance for that Class plus accrued aggregate Note Interest for that Class through the day before the redemption date ("Maturity Date") plus interest accrued on the aggregate Unpaid Investor Interest Shortfall for that Class of Notes, to the Debentures (as defined in the Subordinated Indenture), the Property Trustee extent legally permissible. No premium or penalty will be required to redeem a Like Amount payable by the Issuer in any redemption of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may beNotes.
(b) Notice The Issuer shall notify the Indenture Trustee of redemption its election to redeem the Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Notes will only be given by made on presentation and surrender of the Property Notes at the office or agency of the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing specified in the Security Registerredemption notice. All notices of By the redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemeddate, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Issuer shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available deposit in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesimmediately available funds an amount that, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions when added to the Redemption Date and will give funds on deposit in the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions Payment Account that are payable to the Redemption Date to Noteholders, equals the Holders thereof upon surrender redemption price for each Class of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding Notes, whereupon all the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities Notes called for redemption shall be payable on the redemption date.
(c) On presentation and surrender of the Notes, the Indenture Trustee shall pay to the Holders of such Trust Securities as they appear Notes on the Securities Register redemption date an amount equal to their redemption price. On the redemption date, the Indenture Trustee shall, based on the information in the Servicing Certificate for the Trust Securities relevant Payment Date, withdraw from the Payment Account and remit to the Credit Enhancer the lesser of (x) the amount available for distribution on the relevant record dates redemption date, net of the amount needed to pay the redemption price and (y) the unpaid amounts due to the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement) and any other sums owed under the Insurance Agreement. If all of the Noteholders do not surrender their Notes for final payment and cancellation by the redemption date, the Indenture Trustee shall hold in the Payment Account, for the related Distribution Datesbenefit of the Noteholders and the Issuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders.
(d) Any election to redeem Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. If The Issuer Order shall specify the items required in the notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingmailed to Noteholders. In the event that any Redemption Date is not a Business Day, then payment The Issuer shall notify each Rating Agency of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateredemption.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Samples: Indenture (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2005-B)
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Maturity Date") for Date of the Debentures (as defined in the Junior Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in such notice. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has immediately available funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Wilmington, Delaware time, on the Redemption Date, subject to Section 4.02(c402(c), the Property Trustee shall irrevocably will, so long as the Preferred Securities are in book-entry-only form, deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 402(c), will deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Security holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Security holders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the record Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date. In the case of a liquidation, the record date will be established by the Property Trustee and be no more than forty-five days prior to the liquidation date.
(f) Subject to Section 4.03(a403(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 10 or an integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.multiple of
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Maturity Date") for Date of the Debentures (as defined in the Junior Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in such notice. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has immediately available funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Wilmington, Delaware time, on the Redemption Date, subject to Section 4.02(c402(c), the Property Trustee shall irrevocably will, so long as the Preferred Securities are in book-entry-only form, deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 402(c), will deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Security holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Security holders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the record Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date. In the case of a liquidation, the record date will be established by the Property Trustee and be no more than forty-five days prior to the liquidation date.
(f) Subject to Section 4.03(a403(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 10 or an integral multiples multiple of $10 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $2510. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions a price per Trust Security equal to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption (which notice shall be irrevocable) in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the relevant Persons’ accounts at such Clearing Agency on the applicable Redemption Date. If the Preferred Securities are no longer in book-entry-only form, and in the case of the Common Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid any Distributions payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Preferred Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 $ or an integral multiples multiple of $ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25$ . The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) The Company Preferred Securities are not redeemable at the option of the holders of Company Preferred Securities at any time and are not redeemable by the Company prior to _____________, 20_____, except in whole upon the occurrence of a Tax Event or an Investment Company Act Event as provided below. On each Debenture Note Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Notes, the Property Trustee Company will be required to redeem a Like Amount of Trust Company Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Price. Notice of redemption shall be given by the Property Trustee Company by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder holder of Trust Company Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
: (i) the Redemption Date;
; (ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
Price; (iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Company Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Company Securities to be redeemed;
; and (viv) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Company Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) . The Trust Company Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesNotes. Redemptions of the Trust Company Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust Company has funds immediately then on hand and available for the payment of such Redemption Price. Notwithstanding any provision herein to the contrary, the Company Preferred Securities shall rank senior to the Company Common Securities in respect of the Payment Account for such payment.
(d) right to receive payment of any Redemption Price. If the Property Trustee Company gives a notice of redemption in respect of any Company Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall Company will irrevocably deposit with the Paying Agent Trustee for the Trust funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions of the Company Preferred Securities represented by the Company Preferred Certificate held by the Trust. The Company will irrevocably deposit with a paying agent funds sufficient to pay the applicable Redemption Date Price on Company Preferred Securities, if any, not represented by the Company Preferred Certificate held by the Trust and will give the Paying Agent paying agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders holders thereof upon surrender of their Company Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring Preferred Dividends payable on or prior to the Redemption Date for any Trust Company Preferred Securities called for redemption shall be payable to the Holders holders of such Trust Securities as they appear on the Securities Register for the Trust Company Preferred Securities on the relevant record dates for the related Distribution Dividend Payment Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Company Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Dividend payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Company Preferred Securities called for redemption is improperly withheld or refused and not paid either by the Trust Company or by the Trust Securities Guarantor TECO pursuant to the Trust Securities Guarantee, Distributions Preferred Dividends on such Trust Company Preferred Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust Company for such Trust Company Preferred Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Price. Payment of the Redemption Price on the Trust Company Preferred Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Company Preferred Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen calendar days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if . If less than all the Outstanding Trust Company Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust no Company Common Securities to shall be redeemed shall be allocated to the Common Trust unless and until all Company Preferred Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securitieshave been redeemed. The particular Company Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee Company from the Outstanding outstanding Company Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and redemption which may provide for the selection for redemption of portions (equal to $25 ____ or an integral multiples multiple of $___ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25____. The Property Trustee Company shall promptly notify the Transfer Agent Trustee and the Registrar in writing of the Company Preferred Trust Securities selected for redemption and, in the case of any Company Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Company Preferred Trust Securities shall relate, in the case of any Company Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Company Preferred Trust Securities which that has been or is to be redeemed. The Company will also have the right at any time prior to _______________, 20_______, upon the occurrence of a Tax Event or an Investment Company Act Event, and on not less than 30 or more than 60 days' notice by mail, to redeem Company Preferred Securities, in whole (but not in part) at a redemption price per security equal to the Redemption Price. Notwithstanding the foregoing, the Company Preferred Securities will not be subject to any sinking fund or mandatory redemption. Any Company Preferred Securities redeemed shall be canceled. There shall be no prescription period in respect of uncollected dividends on the Company Preferred Securities.
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Samples: Limited Liability Company Agreement (Teco Energy Inc)
Redemption. (a) On each Debenture Redemption Date and at on the maturity date Debenture Maturity Date ("which shall include the Stated Maturity Date") for in the Debentures case of a Maturity Advancement (as defined in the Subordinated IndentureDebentures)), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesor payment at Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days 24 18 prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
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