Right of the Company to Redeem the Notes. The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided for the Notes. (a) The Company may not redeem the Notes at any time before December 15, 2024. (b) Subject to the terms of this Article 16, the Company has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, for cash equal to the Redemption Price, at any time and from time to time, on a Redemption Date on or after December 15, 2024 and prior to 21st Scheduled Trading Day immediately preceding the Maturity Date, if the Last Reported Sale Price per share of the Common Stock has been at least 130% of the Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the Redemption Notice Date, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Redemption Notice Date. (c) If the applicable Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, the Company will pay, on or prior to such Interest Payment Date, the full amount of accrued and unpaid interest to the Holder as of the close of business of such Regular Record Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date) and the Redemption Price shall be equal to 100% of the principal amount of Notes to be redeemed.
Appears in 2 contracts
Samples: Indenture (Galaxy Digital Holdings Ltd.), Indenture (Galaxy Digital Inc.)
Right of the Company to Redeem the Notes. The Notes shall not be redeemable by the Company prior Notwithstanding anything to the Maturity Datecontrary in Article III of the Base Indenture, except as described in this Article 16, and no sinking fund is provided for the Notes.
(a) The Company may not redeem the Notes at any time before December 15, 2024.
(b) Subject its option prior to the terms of this Article 16Stated Maturity, except to the extent, and only to the extent, necessary to preserve the Company’s status as a real estate investment trust for U.S. federal income tax purposes. If the Company has determines that redeeming the rightNotes is necessary to preserve such status, at its electionthen the Company may redeem, to redeem all, or any portion in an Authorized Denomination, on a Business Day (the “Redemption Date”) of the NotesCompany’s choosing that is no more than 60, for nor less than 30, calendar days after the date the related redemption notice is sent pursuant to Section 6.02, all or part (in a principal amount that is an integral multiple of $1,000) of the Notes at a cash price (the “Redemption Price”) equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption PriceDate; provided, at any time and from time to timehowever, on a that if the Redemption Date on or after December 15, 2024 and prior to 21st Scheduled Trading Day immediately preceding the Maturity Date, if the Last Reported Sale Price per share of the Common Stock has been at least 130% of the Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the Redemption Notice Date, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Redemption Notice Date.
(c) If the applicable Redemption Date falls a Note is after a Regular Record Date but for the payment of interest and on or prior to the immediately succeeding corresponding Interest Payment Date, then (x) the Company will pay, on or prior to before such Interest Payment Date, the full amount of accrued and unpaid interest payable on such Note on such Interest Payment Date to the Holder as of such note at the close Close of business of Business on such Regular Record Date Date; and (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Datey) and the Redemption Price shall will not include such accrued and unpaid interest. Notwithstanding anything to the contrary in this Section 6.01, no Notes may be equal to 100% of redeemed on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to be redeemedsuch date (except in the case of an acceleration resulting from a default by the Company in the payment of the applicable Redemption Price with respect to such Notes).
Appears in 2 contracts
Samples: Third Supplemental Indenture (Redwood Trust Inc), Second Supplemental Indenture (Redwood Trust Inc)
Right of the Company to Redeem the Notes. The Notes shall not be redeemable by the Company prior Notwithstanding anything to the Maturity Datecontrary in Article III of the Base Indenture, except as described in this Article 16on or after September 1, and no sinking fund is provided for the Notes.
(a) The Company may not redeem the Notes at any time before December 15, 2024.
(b) Subject to the terms of this Article 162026, the Company has the right, at its election, to may redeem all, for cash all or any portion in an Authorized Denomination, of the Notes, for cash at the Company’s option, at a redemption price equal to the Redemption Price, at any time and from time to time, on a Redemption Date on or after December 15, 2024 and prior to 21st Scheduled Trading Day immediately preceding the Maturity Date, if the Last Reported Sale Price per share of the Common Stock has been at least 130100% of the Exchange Price then in effect for at least 20 Trading Days principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date (whether or not consecutivethe “Redemption Price”) on a Business Day (the “Redemption Date”) of the Company’s choosing that is no more than sixty (60), including nor less than thirty (30), calendar days after the Trading Day immediately preceding date the related redemption notice is sent pursuant to Section 5.02; provided, however, that if the Redemption Notice Date, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Redemption Notice Date.
(c) If the applicable Redemption Date falls for a Note is after a Regular Record Date but for the payment of interest and on or prior to the immediately succeeding corresponding Interest Payment Date, then (x) the Company will pay, on or prior to before such Interest Payment Date, the full amount of accrued and unpaid interest payable on such Note on such Interest Payment Date to the Holder as of such note at the close Close of business of Business on such Regular Record Date Date; and (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Datey) and the Redemption Price shall will not include such accrued and unpaid interest. Notwithstanding anything to the contrary in this Section 5.01, no Notes may be equal to 100% of redeemed on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to be redeemedsuch date (except in the case of an acceleration resulting from a default by the Company in the payment of the applicable Redemption Price with respect to such Notes).
Appears in 1 contract
Right of the Company to Redeem the Notes. The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided for the Notes.
(a) The Company may cannot redeem the Notes at its option at any time before December 15October 5, 20242022.
(b) Subject to the terms of this Article 16Section 14.07, the Company has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, for cash equal to the Redemption Price, at any time and from time to time, on a Redemption Date on or after December 15October 5, 2024 2022 and prior to 21st on or before the 40th Scheduled Trading Day immediately preceding before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if the Last Reported Sale Price per share of the Common Stock has been at least exceeds 130% of the Exchange Conversion Price then in effect for on (i) each of at least 20 Trading Days (whether or not consecutive), including ) during the Trading Day immediately preceding the Redemption Notice Date, during any 30 consecutive Trading Day period Days ending on, and including, the Trading Day immediately preceding before the Redemption Notice Date for such Redemption; and (ii) the Trading Day immediately before such Redemption Notice Date. For the avoidance of doubt, the calling of any Notes for Redemption will constitute a Make-Whole Fundamental Change with respect to such Notes pursuant to clause (b) of the definition thereof, subject to Section 14.07(i).
(c) If the applicable principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Redemption Date falls (including as a result of the payment of the related Redemption Price, and any related interest pursuant to the proviso to Section 14.07(e)), then (i) the Company may not call for Redemption or otherwise redeem any Notes pursuant to this Section 14.07; and (ii) the Company will cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interests in such Notes in accordance with the procedures of the Depositary).
(d) The Redemption Date for any Redemption will be a Business Day of the Company’s choosing that is no more than 65, nor less than 45, Scheduled Trading Days after the Redemption Notice Date for such Redemption; provided, however, that if, in accordance with Section 13.02(a)(i), the Company has elected to settle all conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice Date and on or before the second Business Day immediately before the Redemption Date by Physical Settlement, then the Company may instead elect to choose a Redemption Date that is a Business Day occurring no more than 60, nor less than 30, calendar days after such Redemption Notice Date.
(e) The Redemption Price for any Note called for Redemption is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided, however, that if such Redemption Date is after a Regular Record Date but and on or prior to before the immediately succeeding next Interest Payment Date, then (i) the Company Holder of such Note at the close of business on such Regular Record Date will paybe entitled, notwithstanding such Redemption, to receive, on or prior to or, at the Company’s election, before such Interest Payment Date, the full amount of accrued and unpaid interest to the Holder as of the close of business of that would have accrued on such Regular Record Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) and the Redemption Price shall will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 16.06 and such Redemption Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be equal paid, in accordance with Section 16.06, on the next Business Day to 100% Holders as of the close of business on the immediately preceding Regular Record Date; and (y) the Redemption Price will include interest on Notes to be redeemed from, and including, such Interest Payment Date to, but excluding, such Redemption Date.
(f) To call any Notes for Redemption, the Company must (x) send to each Holder of such Notes, the Trustee and the Paying Agent a written notice of such Redemption (a “Redemption Notice”) and (y) substantially contemporaneously therewith, issue a press release through such national newswire service as the Company then uses (or publish the same through such other widely disseminated public medium as the Company then uses, including its website) containing the information set forth in the Redemption Notice. Such Redemption Notice must state:
(i) that the Notes have been called for Redemption, briefly describing the Company’s Redemption right under this Indenture;
(ii) the Redemption Date for such Redemption;
(iii) the Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 14.07(e));
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) that Notes called for Redemption may be converted at any time before the close of business on the second Business Day immediately before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full);
(vi) the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments to the Conversion Rate that may result from such Redemption (including pursuant to Section 13.03);
(vii) the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice Date and on or before the second Business Day before such Redemption Date; and
(viii) the CUSIP and ISIN numbers, if any, of the Notes. On or before the Redemption Notice Date, the Company will send a copy of such Redemption Notice to the Trustee and the Paying Agent.
(g) If less than all Notes then outstanding are called for Redemption, then:
(i) the Notes to be redeemedredeemed will be selected by the Company as follows: (1) in the case of Global Notes, in accordance with the procedures of the Depositary; and (2) in the case of Physical Notes, pro rata, by lot or by such other method the Company considers fair and appropriate; and
(ii) if only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such Note will be deemed to be from the portion of such Note that was subject to Redemption.
(h) Without limiting the Company’s obligation to deposit the Redemption Price by the time proscribed by Section 4.04, the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the proviso to Section 14.07(e) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.
(i) If the Company’s elects to redeem less than all of the outstanding Notes pursuant to this Section 14.07, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the close of business on the 42nd Scheduled Trading Day (or, if, in accordance with Section 13.02(a)(i), the Company has irrevocably elected to settle all conversions of Notes with a Conversion Date that occurs on or after the Redemption Notice Date for such Redemption and on or before the second Business Day immediately before the Redemption Date by Physical Settlement, the 10th calendar day) immediately before the Redemption Date for such Redemption, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Business Day immediately before such Redemption Date, and each such conversion will be deemed to be of a Note called for Redemption for purposes of this Section 14.07 and Sections 13.01(b)(v) and 13.03.
Appears in 1 contract
Samples: Indenture (Encore Capital Group Inc)
Right of the Company to Redeem the Notes. The Notes shall not be redeemable by the Company prior Notwithstanding anything to the Maturity Datecontrary in Article XI of the Base Indenture, except as described in this Article 16, and no sinking fund is provided for the Notes.
(a) The Company may not redeem the Notes at any time before December 15, 2024.
(b) Subject its option prior to the terms of this Article 16Stated Maturity, except to the extent, and only to the extent, necessary to preserve the Company’s status as a real estate investment trust for U.S. federal income tax purposes. If the Company has determines that redeeming the rightNotes is necessary to preserve such status, at its electionthen the Company may redeem, to redeem all, or any portion in an Authorized Denomination, on a Business Day (the “Redemption Date”) of the NotesCompany’s choosing that is no more than 60, for nor less than 30, calendar days after the date the related redemption notice is sent pursuant to Section 6.02, all or part (in a principal amount that is an integral multiple of $1,000) of the Notes at a cash price (the “Redemption Price”) equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption PriceDate; provided, at any time and from time to timehowever, on a that if the Redemption Date on or after December 15, 2024 and prior to 21st Scheduled Trading Day immediately preceding the Maturity Date, if the Last Reported Sale Price per share of the Common Stock has been at least 130% of the Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the Redemption Notice Date, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Redemption Notice Date.
(c) If the applicable Redemption Date falls a Note is after a Regular Record Date but for the payment of interest and on or prior to the immediately succeeding corresponding Interest Payment Date, then (x) the Company will pay, on or prior to before such Interest Payment Date, the full amount of accrued and unpaid interest payable on such Note on such Interest Payment Date to the Holder as of such note at the close Close of business of Business on such Regular Record Date Date; and (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Datey) and the Redemption Price shall will not include such accrued and unpaid interest. Notwithstanding anything to the contrary in this Section 6.01, no Notes may be equal to 100% of redeemed on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to be redeemedsuch date (except in the case of an acceleration resulting from a default by the Company in the payment of the applicable Redemption Price with respect to such Notes).
Appears in 1 contract
Samples: First Supplemental Indenture (Chimera Investment Corp)
Right of the Company to Redeem the Notes. The Notes shall not be redeemable by Notwithstanding anything to the contrary in Article Three of the Base Indenture, the Company may not redeem the Notes at its option prior to the Maturity Date, except as described in this Article 16to the extent, and no sinking fund only to the extent, necessary to preserve the Company’s status as a real estate investment trust for U.S. federal income tax purposes. If the Company determines that redeeming the Notes is provided for necessary to preserve such status, then the Notes.
(a) The Company may not redeem redeem, on a Business Day (the “Redemption Date”) of the Company’s choosing that is no more than 50, nor less than 30, Scheduled Trading Days after the date the related redemption notice is sent pursuant to Section 14.02, all or part (in a principal amount that is an integral multiple of $1,000) of the Notes at any time before December 15, 2024.
a cash price (bthe “Redemption Price”) Subject to the terms of this Article 16, the Company has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, for cash equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption PriceDate; provided, at any time and from time to timehowever, on a that if the Redemption Date on or after December 15, 2024 and prior to 21st Scheduled Trading Day immediately preceding the Maturity Date, if the Last Reported Sale Price per share of the Common Stock has been at least 130% of the Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the Redemption Notice Date, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Redemption Notice Date.
(c) If the applicable Redemption Date falls a Note is after a Regular Record Date but for the payment of interest and on or prior to the immediately succeeding corresponding Interest Payment Date, then (x) the Company will pay, on or prior to before such Interest Payment Date, the full amount of accrued and unpaid interest payable on such Note on such Interest Payment Date to the Holder as of such note at the close Close of business of Business on such Regular Record Date Date; and (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Datey) and the Redemption Price shall will not include such accrued and unpaid interest. Notwithstanding anything to the contrary in this Section 14.01, no Notes may be equal to 100% of redeemed on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to such date (except in the case of an acceleration resulting from a default by the Company in the payment of the applicable Redemption Price with respect to such Notes). For purposes of the Notes, the phrase “appropriate redemption price, together with accrued interest to the redemption date” in Section 3.06 of the Base indenture will be deemed to be redeemedreplaced with the term “Redemption Price” (as such term is defined in this Section 14.01).
Appears in 1 contract
Samples: Third Supplemental Indenture (Apollo Commercial Real Estate Finance, Inc.)
Right of the Company to Redeem the Notes. The Notes shall not be redeemable by the Company prior Notwithstanding anything to the Maturity Datecontrary in Article III of the Base Indenture, except as described in this Article 16on or after March 1, and no sinking fund is provided for the Notes.
(a) The Company may not redeem the Notes at any time before December 15, 2024.
(b) Subject to the terms of this Article 162026, the Company has the right, at its election, to may redeem all, for cash all or any portion in an Authorized Denomination, of the Notes, for cash at the Company’s option, at a redemption price equal to the Redemption Price, at any time and from time to time, on a Redemption Date on or after December 15, 2024 and prior to 21st Scheduled Trading Day immediately preceding the Maturity Date, if the Last Reported Sale Price per share of the Common Stock has been at least 130100% of the Exchange Price then in effect for at least 20 Trading Days principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date (whether or not consecutivethe “Redemption Price”) on a Business Day (the “Redemption Date”) of the Company’s choosing that is no more than sixty (60), including nor less than thirty (30), calendar days after the Trading Day immediately preceding date the related redemption notice is sent pursuant to Section 5.02; provided, however, that if the Redemption Notice Date, during any 30 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Redemption Notice Date.
(c) If the applicable Redemption Date falls for a Note is after a Regular Record Date but for the payment of interest and on or prior to the immediately succeeding corresponding Interest Payment Date, then (x) the Company will pay, on or prior to before such Interest Payment Date, the full amount of accrued and unpaid interest payable on such Note on such Interest Payment Date to the Holder as of such note at the close Close of business of Business on such Regular Record Date Date; and (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Datey) and the Redemption Price shall will not include such accrued and unpaid interest. Notwithstanding anything to the contrary in this Section 5.01, no Notes may be equal to 100% of redeemed on any date if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to be redeemedsuch date (except in the case of an acceleration resulting from a default by the Company in the payment of the applicable Redemption Price with respect to such Notes).
Appears in 1 contract
Right of the Company to Redeem the Notes. The Notes shall not be redeemable by the Company prior to the Maturity Date, except as described in this Article 16, and no sinking fund is provided for the Notes.
(a) The Company may cannot redeem the Notes at its option at any time before December 15March 20, 20242026.
(b) Subject to the terms of this Article 16Section 14.07, the Company has the right, at its election, to redeem all, or any portion in an Authorized Denomination, of the Notes, for cash equal to the Redemption Price, at any time and from time to time, on a Redemption Date on or after December 15March 20, 2024 2026 and prior to 21st on or before the 40th Scheduled Trading Day immediately preceding before the Maturity Date, for a cash purchase price equal to the Redemption Price, but only if the Last Reported Sale Price per share of the Common Stock has been at least exceeds 130% of the Exchange Conversion Price then in effect for on (i) each of at least 20 Trading Days (whether or not consecutive), including ) during the Trading Day immediately preceding the Redemption Notice Date, during any 30 consecutive Trading Day period Days ending on, and including, the Trading Day immediately preceding before the Redemption Notice Date for such Redemption; and (ii) the Trading Day immediately before such Redemption Notice Date. For the avoidance of doubt, the calling of any Notes for Redemption will constitute a Make-Whole Fundamental Change with respect to such Notes pursuant to clause (b) of the definition thereof, subject to Section 14.07(i).
(c) If the applicable principal amount of the Notes has been accelerated and such acceleration has not been rescinded on or before the Redemption Date falls (including as a result of the payment of the related Redemption Price, and any related interest pursuant to the proviso to Section 14.07(e)), then (i) the Company may not call for Redemption or otherwise redeem any Notes pursuant to this Section 14.07; and (ii) the Company will cause any Notes theretofore surrendered for such Redemption to be returned to the Holders thereof (or, if applicable with respect to Global Notes, cancel any instructions for book-entry transfer to the Company, the Trustee or the Paying Agent of the applicable beneficial interests in such Notes in accordance with the procedures of the Depositary).
(d) The Redemption Date for any Redemption shall be a Business Day of the Company’s choosing that is no more than 65, nor less than 45, Scheduled Trading Days after the Redemption Notice Date for such Redemption.
(e) The Redemption Price for any Note called for Redemption is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Redemption Date for such Redemption; provided, however, that if such Redemption Date is after a Regular Record Date but and on or prior to before the immediately succeeding next Interest Payment Date, then (i) the Company Holder of such Note at the close of business on such Regular Record Date will paybe entitled, notwithstanding such Redemption, to receive, on or prior to or, at the Company’s election, before such Interest Payment Date, the full amount of accrued and unpaid interest to the Holder as of the close of business of that would have accrued on such Regular Record Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Redemption Date is before such Interest Payment Date); and (ii) and the Redemption Price shall will not include accrued and unpaid interest on such Note to, but excluding, such Redemption Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 15.06 and such Redemption Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be equal paid, in accordance with Section 15.06, on the next Business Day to 100% Holders as of the close of business on the immediately preceding Regular Record Date; and (y) the Redemption Price will include interest on Notes to be redeemed from, and including, such Interest Payment Date to, but excluding, such Redemption Date.
(f) To call any Notes for Redemption, the Company must (x) send to each Holder of such Notes, the Trustee and the Paying Agent a written notice of such Redemption (a “Redemption Notice”) and (y) substantially contemporaneously therewith, issue a press release through such national newswire service as the Company then uses (or publish the same through such other widely disseminated public medium as the Company then uses, including its website) containing the information set forth in the Redemption Notice. Such Redemption Notice must state:
(i) that the Notes have been called for Redemption, briefly describing the Company’s Redemption right under this Indenture;
(ii) the Redemption Date for such Redemption;
(iii) the Redemption Price per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 14.07(e));
(iv) the name and address of the Paying Agent and the Conversion Agent;
(v) that Notes called for Redemption may be converted at any time before the close of business on the second Business Day immediately before the Redemption Date (or, if the Company fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Company pays such Redemption Price in full);
(vi) the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments to the Conversion Rate that may result from such Redemption (including pursuant to Section 13.03);
(vii) the Settlement Method that will apply to all conversions of Notes with a Conversion Date that occurs on or after such Redemption Notice Date and on or before the second Business Day before such Redemption Date; and
(viii) the CUSIP and ISIN numbers, if any, of the Notes. On or before the Redemption Notice Date, the Company will send a copy of such Redemption Notice to the Trustee and the Paying Agent.
(g) If less than all Notes then outstanding are called for Redemption, then:
(i) the Notes to be redeemedredeemed will be selected by the Company as follows: (1) in the case of Global Notes, in accordance with the procedures of the Depositary; and (2) in the case of Physical Notes, pro rata, by lot or by such other method the Company or the Trustee considers fair and appropriate; and
(ii) if only a portion of a Note is subject to Redemption and such Note is converted in part, then the converted portion of such Note will be deemed to be from the portion of such Note that was subject to Redemption.
(h) Without limiting the Company’s obligation to deposit the Redemption Price by the time proscribed by Section 4.04, the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the proviso to Section 14.07(e) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.
(i) If the Company’s elects to redeem less than all of the outstanding Notes pursuant to this Section 14.07, and the Holder of any Note, or any owner of a beneficial interest in any Global Note, is reasonably not able to determine, before the close of business on the 42nd Scheduled Trading Day immediately before the Redemption Date for such Redemption, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such Redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second Business Day immediately before such Redemption Date, and each such conversion will be deemed to be of a Note called for Redemption for purposes of this Section 14.07 and Sections 13.01(b)(v) and 13.03.
Appears in 1 contract
Samples: Indenture (Encore Capital Group Inc)