REPAYMENT AT OPTION OF HOLDER. This Note is subject to repayment in whole or in part in integral multiples of $1,000 on August 15, 2013 (the “Repayment Date”) at the option of the Holder hereof at a price equal to 100% of the principal amount hereof to be repaid, together with interest hereon accrued to the Repayment Date, all as provided in the Indenture. To be repaid at the option of the Holder, this Note, with the “Option to Elect Repayment” form duly completed by the Holder hereof, must be received by the Company at the Corporate Trust Office of the Trustee (or at such other address of which the Company shall from time to time notify the Holder hereof) not earlier than June 1, 2013 nor later than June 30, 2013; provided, however, that if June 30, 2013 is not a Business Day, this Note, with said “Option to Elect Repayment” form attached hereto duly completed may be received at the aforementioned address on the next succeeding Business Day. Exercise of such option by the Holder of this Note shall be irrevocable unless waived by the Company. If less than the entire principal amount of this Note is to be repaid, the principal amount of this Note to be repaid, in increments of $1,000, and the denomination or denominations of the Note or Notes to be issued to the Holder hereof for the portion of the principal amount of this Note that is not to be repaid must be specified. The principal amount of this Note may not be repaid in part at the option of the Holder if, following such repayment, the unpaid principal amount of such Note would be less than the minimum authorized denomination of Notes under the Indenture. No transfer or exchange of this security (or in the event this Note is to be repaid in part, such portion of this Note to be repaid) will be permitted after exercise of the repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of this Note for repayment will be determined by the Company, whose determination will be final and binding. Upon surrender and cancellation of this Note to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder hereof, without service charge and at the expense of the Company, a new Note or Notes, of any authorized denomination specified by the Holder hereof, in an aggregate principal amount equal to and in exchange for the portion of the principal of this Note which is not to be repaid. In the event that Holders of the Notes elect to exercise the repayment option with respect to 95% or more of the aggregate principal amount of such Notes outstanding on July 2, 2013, the Company may at its option redeem all, but not less than all, of such Notes remaining outstanding, upon not less than 30 nor more than 60 days’ prior notice by mail, at any time on or after August 16, 2013, at a price equal to 100% of the principal amount thereof, together with interest thereon accrued to the redemption date, but interest installments which are due on or prior to such redemption date will be payable to the Holder of record at the close of business on the relevant record date referred to on the face hereof, all as provided in the Indenture. On such redemption date, this Note shall become due and payable and from and after such date (unless the Company shall default in the payment of the redemption price therefor) this Note shall cease to bear interest.
Appears in 1 contract
Samples: Indenture (Expedia, Inc.)
REPAYMENT AT OPTION OF HOLDER. This If specified on the face hereof, this Note is will be subject to repayment at the option of the Holder hereof on the Repayment Date(s) and at the Repayment Price(s) indicated on the face hereof. If no such Repayment Date is set forth on the face hereof, this Note may not be so repaid at the option of the Holder hereof prior to Stated Maturity. On each Repayment Date, if any, this Note shall be repayable in whole or in part in integral multiples of $1,000 on August 15, 2013 (the “Repayment Date”) at the option of the Holder hereof at a price equal to 100% of the principal amount hereof to be repaidapplicable Repayment Price set forth on the face hereof, together with interest hereon accrued thereon to the Repayment Date, all as provided in the Indenturedate of repayment. To be repaid at the option of the Holder, this Note, with the “Option to Elect Repayment” form duly completed by the Holder hereof, must be received by the Company at the Corporate Trust Office of the Trustee (or at such other address of which the Company shall from time to time notify the Holder hereof) not earlier than June 1, 2013 nor later than June 30, 2013; provided, however, that if June 30, 2013 is not a Business Day, this Note, with said “Option to Elect Repayment” form attached hereto duly completed may be received at the aforementioned address on the next succeeding Business Day. Exercise of such option by the Holder of this Note shall be irrevocable unless waived by the Company. If less than the entire principal amount of this Note is to be repaid, the principal amount of For this Note to be repaid, repaid in increments of $1,000, and the denomination whole or denominations of the Note or Notes to be issued to the Holder hereof for the portion of the principal amount of this Note that is not to be repaid must be specified. The principal amount of this Note may not be repaid in part at the option of the Holder if, following such repaymenthereof, the unpaid principal amount Paying Agent in The City of such Note would be less than the minimum authorized denomination of Notes under the Indenture. No transfer or exchange of this security (or in the event this Note is to be repaid in part, such portion of this Note to be repaid) will be permitted after exercise of the repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of this Note for repayment will be determined by the Company, whose determination will be final and binding. Upon surrender and cancellation of this Note to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder hereof, without service charge and at the expense of the Company, a new Note or Notes, of any authorized denomination specified by the Holder hereof, in an aggregate principal amount equal to and in exchange for the portion of the principal of this Note which is not to be repaid. In the event that Holders of the Notes elect to exercise the repayment option with respect to 95% or more of the aggregate principal amount of such Notes outstanding on July 2, 2013, the Company may at its option redeem all, but not less than all, of such Notes remaining outstanding, upon New York must receive not less than 30 nor more than 60 days’ 45 days prior notice by mailto the Repayment Date (i) the Note with the form entitled "Option to Elect Repayment" below duly completed or (ii) a telegram, at any time on telex, facsimile transmission or after August 16a letter from a member of a national securities exchange or the National Association of Securities Dealers, 2013Inc. or a commercial bank or a trust company in the United States of America setting forth the name of the Holder of the Note, at a price equal to 100% of the principal amount thereofof the Note, together the certificate number of the Note or a description of the Note's tenor or terms, the principal amount of the Note to be prepaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be prepaid with interest thereon accrued the form entitled "Option to Elect Repayment" on the redemption date, but interest installments which are due on or prior to such redemption date reverse of the Note duly completed will be payable to received by such Paying Agent no later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed are received by such Paying Agent by such fifth Business Day. Exercise of such repayment option shall be irrevocable. Such option may be exercised by the Holder of record at for less than that entire principal amount provided that the close of business on the relevant record date referred to on the face hereof, all as provided in the Indentureprincipal amount remaining outstanding after repayment is an authorized denomination. On such redemption date, this Note shall become due and payable and from and after such date (unless the Company shall default in the payment of the redemption price therefor) this Note shall cease to bear interest.C-12
Appears in 1 contract
Samples: Distribution Agreement (Texaco Inc)
REPAYMENT AT OPTION OF HOLDER. This If specified on the face hereof, this Note is will be subject to repayment at the option of the Holder hereof on the Repayment Date(s) and at the Repayment Price(s) indicated on the face hereof. If no such Repayment Date is set forth on the face hereof, this Note may not be so repaid at the option of the Holder hereof prior to Stated Maturity. On each Repayment Date, if any, this Note shall be repayable in whole or in part in integral multiples of $1,000 on August 15, 2013 (the “Repayment Date”) at the option of the Holder hereof at a price equal to 100% of the principal amount hereof to be repaidapplicable Repayment Price set forth on the face hereof, together with interest hereon accrued thereon to the Repayment Date, all as provided in the Indenturedate of repayment. To be repaid at the option of the Holder, this Note, with the “Option to Elect Repayment” form duly completed by the Holder hereof, must be received by the Company at the Corporate Trust Office of the Trustee (or at such other address of which the Company shall from time to time notify the Holder hereof) not earlier than June 1, 2013 nor later than June 30, 2013; provided, however, that if June 30, 2013 is not a Business Day, this Note, with said “Option to Elect Repayment” form attached hereto duly completed may be received at the aforementioned address on the next succeeding Business Day. Exercise of such option by the Holder of this Note shall be irrevocable unless waived by the Company. If less than the entire principal amount of this Note is to be repaid, the principal amount of For this Note to be repaid, repaid in increments of $1,000, and the denomination whole or denominations of the Note or Notes to be issued to the Holder hereof for the portion of the principal amount of this Note that is not to be repaid must be specified. The principal amount of this Note may not be repaid in part at the option of the Holder if, following such repaymenthereof, the unpaid principal amount Paying Agent in The City of such Note would be less than the minimum authorized denomination of Notes under the Indenture. No transfer or exchange of this security (or in the event this Note is to be repaid in part, such portion of this Note to be repaid) will be permitted after exercise of the repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of this Note for repayment will be determined by the Company, whose determination will be final and binding. Upon surrender and cancellation of this Note to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder hereof, without service charge and at the expense of the Company, a new Note or Notes, of any authorized denomination specified by the Holder hereof, in an aggregate principal amount equal to and in exchange for the portion of the principal of this Note which is not to be repaid. In the event that Holders of the Notes elect to exercise the repayment option with respect to 95% or more of the aggregate principal amount of such Notes outstanding on July 2, 2013, the Company may at its option redeem all, but not less than all, of such Notes remaining outstanding, upon New York must receive not less than 30 nor more than 60 days’ 45 days prior notice by mailto the Repayment Date (i) the Note with the form entitled "Option to Elect Repayment" below duly completed or (ii) a telegram, at any time on telex, facsimile transmission or after August 16a letter from a member of a national securities exchange or the National Association of Securities Dealers, 2013Inc. or a commercial bank or a trust company in the United States of America setting forth the name of the Holder of the Note, at a price equal to 100% of the principal amount thereofof the Note, together the certificate number of the Note or a description of the Note's tenor or terms, the principal amount of the Note to be prepaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be prepaid with interest thereon accrued the form entitled "Option to Elect Repayment" on the redemption date, but interest installments which are due on or prior to such redemption date reverse of the Note duly completed will be payable to received by such Paying Agent no later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed are received by such Paying Agent by such fifth Business Day. Exercise of such repayment option shall be irrevocable. Such option may be exercised by the Holder of record at for less than that entire principal amount provided that the close of business on the relevant record date referred to on the face hereof, all as provided in the Indentureprincipal amount remaining outstanding after repayment is an authorized denomination. On such redemption date, this Note shall become due and payable and from and after such date (unless the Company shall default in the payment of the redemption price therefor) this Note shall cease to bear interest.C-11
Appears in 1 contract
Samples: Distribution Agreement (Texaco Inc)
REPAYMENT AT OPTION OF HOLDER. This Note is will be subject to repayment in whole or in part in integral multiples of $1,000 on August 15, 2013 (by the “Repayment Date”) Company at the option of the Holder hereof prior to the Stated Maturity Date on the Optional Repayment Date(s), if any, specified on the face hereof, in whole or from time to time in part in increments of $1,000 or such other integral multiple of an Authorized Denomination (provided that any remaining principal amount hereof shall be at least $1,000 or such other minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount hereof to be repaid, together with unpaid interest hereon accrued thereon to the date fixed for repayment (the "Repayment Date"). For this Note to be repaid, the Trustee must receive at its Corporate Trust Office not more than 60 nor less than 30 calendar days prior to the Repayment Date, all as provided in this Note and [the Indenture. To be repaid at the option of the Holder, this Note, with the “form thereon entitled "Option to Elect Repayment” form " duly completed completed](1) [instructions to such effect forwarded by the Holder hereofhereof](2). Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, must a new Note or Notes of like tenor representing the unredeemed portion hereof and otherwise having the same terms and provisions as this Note shall be received issued by the Company in the name of the Holder hereof upon the presentation and surrender hereof. If this Note is a Book-Entry Security as specified on the face hereof, while this Note is represented by one or more Book-Entry Securities registered in the name of the Depositary or its nominee, the option for repayment may be exercised by a participant that has an account with the Depositary, on behalf of the beneficial owner of this Note, by delivering a written notice substantially similar to the form below entitled "Option to Elect Repayment" duly completed to the Trustee at the its Corporate Trust Office of the Trustee (or at such other address of which the Company shall will from time to time notify the Holder hereof) Holders), at least 30 but not earlier more than June 1, 2013 nor later than June 30, 2013; provided, however, that if June 30, 2013 is not 60 calendar days prior to an Optional Repayment Date. A notice of election from a Business Day, this Note, with said “Option to Elect Repayment” form attached hereto duly completed may be received at participant on behalf of the aforementioned address on the next succeeding Business Day. Exercise of such option by the Holder of this Note shall be irrevocable unless waived by the Company. If less than the entire principal amount of this Note is to be repaid, the principal amount beneficial owner of this Note to exercise the option to have this Note repaid must be repaidreceived by the Trustee by 5:00 P.M., in increments of $1,000New York City time, and on the denomination or denominations of last day for giving such notice. In order to ensure that a notice is received by the Note or Notes to be issued to Trustee on a particular day, the Holder hereof for the portion of the principal amount beneficial owner of this Note must so direct the applicable participant before such participant's deadline for accepting instructions for that is not to be repaid must be specifiedday. The principal amount of this Note Different firms may not be repaid in part at the option of the Holder if, following such repaymenthave different deadlines for accepting instructions from their customers. Accordingly, the unpaid principal amount beneficial owner of such Note would be less than the minimum authorized denomination of this
(1) Applicable to certificated Notes under the Indenture. No transfer or exchange of this security only.
(or in the event this Note is 2) Applicable to be repaid in part, such portion of this Note to be repaid) will be permitted after exercise of the repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of this Note for repayment will be determined by the Company, whose determination will be final and binding. Upon surrender and cancellation of this Note to be repaid in part Book-Entry Securities only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder hereof, without service charge and at the expense of the Company, a new Note or Notes, of any authorized denomination specified by the Holder hereof, in an aggregate principal amount equal to and in exchange for the portion of the principal of this Note which is not to be repaid. In the event that Holders of the Notes elect to exercise the repayment option with respect to 95% or more of the aggregate principal amount of such Notes outstanding on July 2, 2013, the Company may at its option redeem all, but not less than all, of such Notes remaining outstanding, upon not less than 30 nor more than 60 days’ prior notice by mail, at any time on or after August 16, 2013, at a price equal to 100% of the principal amount thereof, together with interest thereon accrued to the redemption date, but interest installments which are due on or prior to such redemption date will be payable to the Holder of record at the close of business on the relevant record date referred to on the face hereof, all as provided in the Indenture. On such redemption date, this Note shall become due and payable and from and after such date (unless the Company shall default in the payment of the redemption price therefor) this Note shall cease to bear interest.
Appears in 1 contract
REPAYMENT AT OPTION OF HOLDER. This If specified on the face hereof, this Note is will be subject to repayment at the option of the Holder hereof on the Repayment Date(s) and at the Repayment Price(s) indicated on the face hereof. If no such Repayment Date is set forth on the face hereof, this Note may not be so repaid at the option of the Holder hereof prior to Stated Maturity. On each Repayment Date, if any, this Note shall be repayable in whole or in part in integral multiples of $1,000 on August 15, 2013 (the “Repayment Date”) at the option of the Holder hereof at a price equal to 100% of the principal amount hereof to be repaidapplicable Repayment Price set forth on the face hereof, together with interest hereon accrued thereon to the Repayment Date, all as provided in the Indenturedate of repayment. To be repaid at the option of the Holder, this Note, with the “Option to Elect Repayment” form duly completed by the Holder hereof, must be received by the Company at the Corporate Trust Office of the Trustee (or at such other address of which the Company shall from time to time notify the Holder hereof) not earlier than June 1, 2013 nor later than June 30, 2013; provided, however, that if June 30, 2013 is not a Business Day, this Note, with said “Option to Elect Repayment” form attached hereto duly completed may be received at the aforementioned address on the next succeeding Business Day. Exercise of such option by the Holder of this Note shall be irrevocable unless waived by the Company. If less than the entire principal amount of this Note is to be repaid, the principal amount of For this Note to be repaid, repaid in increments of $1,000, and the denomination whole or denominations of the Note or Notes to be issued to the Holder hereof for the portion of the principal amount of this Note that is not to be repaid must be specified. The principal amount of this Note may not be repaid in part at the option of the Holder if, following such repaymenthereof, the unpaid principal amount Paying Agent in The City of such Note would be less than the minimum authorized denomination of Notes under the Indenture. No transfer or exchange of this security (or in the event this Note is to be repaid in part, such portion of this Note to be repaid) will be permitted after exercise of the repayment option. All questions as to the validity, eligibility (including time of receipt) and acceptance of this Note for repayment will be determined by the Company, whose determination will be final and binding. Upon surrender and cancellation of this Note to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder hereof, without service charge and at the expense of the Company, a new Note or Notes, of any authorized denomination specified by the Holder hereof, in an aggregate principal amount equal to and in exchange for the portion of the principal of this Note which is not to be repaid. In the event that Holders of the Notes elect to exercise the repayment option with respect to 95% or more of the aggregate principal amount of such Notes outstanding on July 2, 2013, the Company may at its option redeem all, but not less than all, of such Notes remaining outstanding, upon New York must receive not less than 30 nor more than 60 days’ 45 days prior notice by mailto the Repayment Date (i) the Note with the form entitled "Option to Elect Repayment" below duly completed or (ii) a telegram, at any time on telex, facsimile transmission or after August 16a letter from a member of a national securities exchange or the National Association of Securities Dealers, 2013Inc. or a commercial bank or a trust company in the United States of America setting forth the name of the Holder of the Note, at a price equal to 100% of the principal amount thereofof the Note, together the certificate number of the Note or a description of the Note's tenor or terms, the principal amount of the Note to be prepaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Note to be prepaid with interest thereon accrued the form entitled "Option to Elect Repayment" on the redemption date, but interest installments which are due on or prior to such redemption date reverse of the Note duly completed will be payable to received by such Paying Agent no later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Note and form duly completed are received by such Paying Agent by such fifth Business Day. Exercise of such repayment option shall be irrevocable. Such option may be exercised by the Holder of record at for less than that entire principal amount provided that the close of business on the relevant record date referred to on the face hereof, all as provided in the Indenture. On such redemption date, this Note shall become due and payable and from and principal amount remaining outstanding after such date (unless the Company shall default in the payment of the redemption price therefor) this Note shall cease to bear interestrepayment is an authorized denomination.
Appears in 1 contract
Samples: Distribution Agreement (Texaco Inc)
