Regulatory Event Redemption. [The Notes are redeemable as described under “Description of Subordinated Notes—Regulatory Event Redemption” in the Prospectus Supplement (as defined below).]
Regulatory Event Redemption. Subject to Section 2.06 of this Sixth Supplemental Indenture and Section 11.08 of the Base Indenture, the Company may, at the Company’s option, at any time, redeem the Securities, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 3.12 and 3.13 of the Base Indenture) to (but excluding) the date fixed for redemption, if, on or after the Issue Date, there is a change in the regulatory classification of the Securities that does, or would be likely to, result in the whole or any part of the outstanding aggregate principal amount of the Securities at any time being excluded from, or ceasing to count towards, the Group’s Tier 1 Capital (a “Regulatory Event”).
Regulatory Event Redemption. (a) Subject to the Issuer satisfying the Solvency Condition on any applicable date set for redemption, the Dated Subordinated Debt Securities, the Perpetual Subordinated Debt Securities and the Perpetual Subordinated Capital Securities of any series may be redeemed, in whole but not in part, at the option of the Issuer, upon not more than 60 days’ nor less than 30 days’ prior notice to the holders of such Securities, at a redemption price equal to 100% of the principal amount thereof (and premium, if any, thereon), together with accrued interest, if any, and any Deferred Interest, if applicable, thereon to the date fixed for redemption if a Regulatory Event is deemed to have occurred.
(b) The rights of the Issuer to redeem the Dated Subordinated Debt Securities, the Perpetual Subordinated Debt Securities and the Perpetual Subordinated Capital Securities of any series, upon the occurrence of a Regulatory Event, will be subject to any conditions (including the consent of the Financial Services Authority) specified in the Board Resolution or supplemental indenture establishing the terms of such Securities being satisfied.
(c) With respect to the Dated Subordinated Debt Securities, the Perpetual Subordinated Debt Securities and the Perpetual Subordinated Capital Securities, in the case of redemption upon the occurrence of a Regulatory Event, the Issuer shall be required, before it gives a notice of redemption, to deliver to the Subordinated Trustee an Officers’ Certificate confirming that all conditions precedent to such redemption have been complied with.
Regulatory Event Redemption. (a) The Issuer may, in its sole discretion, at any time, redeem the Notes then outstanding, in whole but not in part, upon the occurrence of a Regulatory Event at 100% of their principal amount, together with accrued but unpaid interest, if any, on the principal amount of the Notes to be redeemed to, but excluding, the date fixed for redemption (a “Regulatory Event Redemption”).
(b) Such redemption will be subject, among other things, to the provisions described under Section 3.4 (Notice of Redemption) and Section 3.6 (Redemption Conditions) below.
Regulatory Event Redemption. (a) Subject to Section 2.11 of this First Supplemental Indenture, the Company may, at the Company’s option, at any time redeem the Additional Tier 1 Securities, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Additional Tier 1 Securities then outstanding, together with any Accrued Interest to (but excluding) the date fixed for redemption, if, at any time on or after the Issue Date, the Company determines that as a result of a change (or prospective future change which the Relevant Regulator considers to be sufficiently certain) to the regulatory classification of the Additional Tier 1 Securities under the Applicable Regulations, in each such case becoming effective on or after the Issue Date, all of the outstanding aggregate principal amount of the Additional Tier 1 Securities fully ceases (or would fully cease) to be included in, or count towards, the Tier 1 Capital (howsoever defined in the Applicable Regulations) of the Group (a “Regulatory Event”).
(b) Prior to the delivery of any such notice of redemption the Company shall deliver to the Trustee an Officer’s Certificate stating that a Regulatory Event has occurred and is continuing and setting out the details thereof. The Trustee is entitled to conclusively rely on and accept such Officer’s Certificate without any duty whatsoever of further inquiry, in which event such Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.
Regulatory Event Redemption. Subject to Section 2.07 of this First Supplemental Indenture and Sections 11.10 and 11.11 of the Base Indenture, the Company may, at the Company’s option, at any time, redeem the Securities, in whole but not in part, at a redemption price equal to 100% of their principal amount, together with accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the date fixed for redemption, if, on or after the Issue Date, there occurs a change in the regulatory classification of the Securities that results in, or would be likely to result in the whole or any part of the outstanding aggregate principal amount of the Securities at any time being excluded from or ceasing to count towards, the Group’s Tier 2 Capital (a “Regulatory Event”).
Regulatory Event Redemption. The Company may, at its option, redeem the Subordinated Notes in whole (but not in part) at any time after the occurrence of a Regulatory Event.
Regulatory Event Redemption. Subject to Sections 2.11 and 2.12 of this Third Supplemental Indenture, the Company may, at the Company’s option, at any time, redeem the Securities, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 2.03 and 2.04 above) to (but excluding) the date fixed for redemption, if, on or after the Issue Date, there occurs a change in the regulatory classification of the Securities that results in, or would be likely to result in:
(a) the whole of the outstanding aggregate principal amount of the Securities; or
(b) subject to the proviso below, any part of the outstanding aggregate principal amount of the Securities, ceasing to be included in, or counting towards, the Group’s Tier 1 Capital (a “Regulatory Event”); provided that, if the inclusion of the Company’s right to redeem the Securities pursuant to paragraph (b) is at any time not in accordance with the Capital Regulations applicable to instruments intended to qualify as Additional Tier 1 Capital, then the Company shall be deemed not to have, at that time, the right to exercise its right to redeem the Securities in accordance with paragraph (b) above and the terms of the Securities shall be construed accordingly.
Regulatory Event Redemption. The Issuer may redeem the Notes at any time, in whole but not in part, should the Notes not longer be eligible to meet the minimum capital or solvency requirement of the Issuer or Group, or the Tier 1 capital requirement of the Issuer or Group, should the Issuer or Group be subject to a minimum Tier 1 Capital requirement Any redemption prior to the First Call Date pursuant to the Regulatory Event Redemption may only be exercised by the Issuer as a result of any change in the capital regulations (or any change in the application or official interpretation thereof) and shall be subject to receiving a waiver from the FSA and to the Redemption or Conversion Conditions and shall be at the Make Whole Redemption Amount. Any redemption after the First Call Date pursuant to the Regulatory Event Redemption shall be subject to the Redemption or Conversion Conditions and shall be at the Par plus unpaid accrued and Deferred Interest.
Regulatory Event Redemption. The Issuer may, at its option, redeem the notes upon giving notice, in whole but not in part, at a redemption price equal to 100% of their principal amount, together with any accrued but unpaid interest to the date fixed for redemption, upon the occurrence of a Regulatory Event (subject to (i) the provisions described under “Limitations on Redemption and Notice to the FSA” below and (ii) the circumstance that entitles the Issuer to exercise such right of redemption of the notes not being (in the Issuer’s opinion) reasonably foreseeable at the Settlement Date). A “Regulatory Event” means that the Issuer determines that for any reason the notes are fully excluded from the Group’s Tier 2 Capital within the meaning and for the purposes of (1) the capital adequacy requirements of the FSA or (2) any other regulation, directive or other binding rules, standards or decisions adopted by the institutions of the European Union. Tax Redemption The Issuer may, at its option, redeem the notes upon giving notice, in whole but not in part, at a redemption price equal to 100% of their principal amount, together with any accrued but unpaid interest to the date fixed for redemption, upon the occurrence of a Tax Event (subject to (i) the provisions described under “Limitations on Redemption and Notice to the FSA” below), (ii) the circumstance that entitles the Issuer to exercise such right of redemption of the notes not being (in the opinion of the Issuer) reasonably foreseeable at the Settlement Date and (iii) in the case of each Tax Event, such obligation not being able to be avoided by the Issuer taking reasonable measures available to it). A “Tax Event” shall be deemed to have occured in the event of any change in tax law or regulation or the official application or interpretation thereof that would (1) require the Issuer (or any successor entity) to pay additional amounts to holders, (2) result in the Issuer (or any successor entity) not being entitled to claim a deduction in respect of any payments in computing its (or any successor entity’s) taxation liabilities or materially reducing the amount of such deduction or (3) result in the Issuer (or any successor entity) not, as a result of the notes being in issue, being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies it (or any successor entity) is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether un...
