Restrictions on Redemption. (a) The Company may not provide a Notice of Redemption in respect of an Optional Redemption or a Tax Redemption to Holders, if, at the time such Notice of Redemption is to be provided, a resale registration statement is not effective (or is not reasonably expected to remain effective at all times from and after the date such Notice of Redemption is provided until the date that is 90 days following the Redemption Date) and a resale prospectus has not been made available to Holders (or is not reasonably expected to remain available to Holders at all times from and after the date such Notice of Redemption is provided until the date that is 90 days following the Redemption Date) in each case relating to resales of the Ordinary Shares issuable upon conversion of the Notes as contemplated by the Subscription Agreement, regardless of whether the failure of such registration statement to be effective or the non-availability of such resale prospectus constitutes a Registration Default, as such term is defined in the Subscription Agreement. (b) The Company may not redeem any Notes on any date pursuant to its Optional Redemption right to redeem the Notes pursuant to Section 16.01 or its Tax Redemption right to redeem the Notes pursuant to Section 18.17(b)(i) if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes). (c) Notwithstanding anything to the contrary in Section 16.04(a) or Section 16.04(b), nothing in this Section 16.04 shall impair Holders’ right to recover a premium equal to the Redemption Premium as provided in the last two sentences of the first paragraph of Section 6.02 (calculated as set forth therein) if the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or following an Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in Section 6.01(i) or Section 6.01(j)).
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Samples: Indenture (Rockley Photonics Holdings LTD), Indenture (Rockley Photonics Holdings LTD)
Restrictions on Redemption. (a) The Company may not provide a Notice of Redemption in respect of an Optional Redemption or a Tax Redemption to Holders, if, at the time such Notice of Redemption is to be provided, a resale registration statement is not effective (or is not reasonably expected to remain effective at all times from and after the date such Notice of Redemption is provided until the date that is 90 days following the Redemption Date) and a resale prospectus has not been made available to Holders (or is not reasonably expected to remain available to Holders at all times from and after the date such Notice of Redemption is provided until the date that is 90 days following the Redemption Date) in each case relating to resales of the Ordinary Shares issuable upon conversion of the Notes as contemplated by the Subscription Agreement, regardless of whether the failure of such registration statement to be effective or the non-availability of such resale prospectus constitutes a Registration Default, as such term is defined in the Subscription Agreement.
(b) The Company may not redeem any Notes on any date pursuant to its Optional Redemption right to redeem the Notes pursuant to Section 16.01 or its Tax Redemption right to redeem the Notes pursuant to Section 18.17(b)(i) if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).
(b) If the Company elects to redeem less than all of the outstanding Notes pursuant to Section 16.01(b), (x) the amount redeemed pursuant to any Redemption Notice must be at least twenty million dollars ($20,000,000) principal amount of Notes and (y) at least twenty million dollars ($20,000,000) aggregate principal amount of Notes must be outstanding and not subject to Optional Redemption as of the date of the relevant Redemption Notice and remain outstanding after the applicable Redemption Date (such requirements, the “Partial Redemption Limitation”).
(c) Notwithstanding anything to the contrary in Section 16.04(a) or Section 16.04(b), nothing in this Section 16.04 shall impair Holders’ right to recover a premium equal to the Redemption Premium as provided in the last two sentences If fewer than all of the first paragraph of Section 6.02 (calculated as set forth therein) if the Notes are accelerated to be redeemed, the Trustee shall select the Notes to be redeemed pro rata, by lot or otherwise become due prior by any other method that the Trustee considers fair and appropriate subject, in the case of Global Notes, to the Maturity Date applicable rules and procedures of the Depositary and, if such Notes are listed on any securities exchange, by a method that complies with the requirements of such exchange. Notwithstanding anything contained in this Indenture to the contrary, the applicable procedures of the Depositary regarding the selection of Notes issued as Global Notes shall govern. Neither the Trustee nor any Agent will have any responsibility for any action taken or not taken by the Depositary.
(d) The Trustee and the Paying Agent will have no responsibility or obligation to any beneficial owner of a result Global Notes or a depository participant or other Person with respect to the accuracy of the records of the Depositary or following an Event its nominee or of Default any participant or member thereof with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (including, but not limited to, upon other than the occurrence Depositary) of an Event of Default specified in Section 6.01(iany notice (including any Redemption Notice) or Section 6.01(j))the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Notes will be exercised only through the Depositary subject to the procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.
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Restrictions on Redemption. (a) The Company may not provide a Notice of Redemption in respect of an Optional Redemption or a Tax Redemption to Holders, if, at the time such Notice of Redemption is to be provided, a resale registration statement is not effective (or is not reasonably expected to remain effective at all times from and after the date such Notice of Redemption is provided until the date that is 90 days following the Redemption Date) and a resale prospectus has not been made available to Holders (or is not reasonably expected to remain available to Holders at all times from and after the date such Notice of Redemption is provided until the date that is 90 days following the Redemption Date) in each case relating to resales of the Ordinary Shares issuable upon conversion of the Notes as contemplated by the Repurchase and Subscription Agreement, regardless of whether the failure of such registration statement to be effective or the non-availability of such resale prospectus constitutes a Registration Default, as such term is defined in the Repurchase and Subscription Agreement.
(b) The Company may not redeem any Notes on any date pursuant to its Optional Redemption right to redeem the Notes pursuant to Section 16.01 or its Tax Redemption right to redeem the Notes pursuant to Section 18.17(b)(i) if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).
(c) Notwithstanding anything to the contrary in Section 16.04(a) or Section 16.04(b), nothing in this Section 16.04 shall impair Holders’ right to recover a premium equal to the Redemption Premium as provided in the last two sentences of the first paragraph of Section 6.02 (calculated as set forth therein) if the Notes are accelerated or otherwise become due prior to the Maturity Date as a result of or following an Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in Section 6.01(i) or Section 6.01(j)).
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