Common use of Right to Redeem; Notice to Trustee Clause in Contracts

Right to Redeem; Notice to Trustee. Prior to December 20, 2008, the Securities are not redeemable. On or after December 20, 2008 and through December 19, 2010, the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at a redemption price equal to 100% of the principal amount of Securities called for redemption, together with any accrued interest up to, but not including, the Redemption Date (the "Redemption Price") if, but only if (x) on each of at least 20 Trading Days within a period of 30 consecutive Trading Days ending on the Trading Day before the date of mailing of the Redemption Notice (as defined below) the Closing Price of the Common Stock exceeds (y) 120% of the Conversion Price of the Securities on the 30th Trading Day of such period. Notice of any redemption pursuant to the preceding sentence must be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On or after December 20, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at the Redemption Price. In the event that the Company elects to redeem the Securities on a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest to the Holders in whose name the Securities are registered at the close of business on such Regular Record Date. If the Company elects to redeem Securities pursuant to this Section 3.1 and paragraph 5 of the Securities, it shall notify the Trustee at least 25 days prior to the Redemption Date as fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) of the Redemption Date and the principal amount of Securities to be redeemed. Any such notice to the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction of the conditions to redemption as of the date the notice of redemption is mailed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five days after the date of notice to the Trustee.

Appears in 1 contract

Samples: Indenture (Emulex Corp /De/)

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Right to Redeem; Notice to Trustee. Prior The Securities may be redeemed at the election of the Company, as a whole or in part from time to December 20time, 2008, the Securities are not redeemable. On or after December 20, 2008 and through December 19, 2010, the Company may redeem the Securities in accordance with this Article 3 for cash at any time as prior to February 15, 2011 (a whole, or from time to time in part“Provisional Redemption”), at a redemption price equal to 100$1,000 per $1,000 principal amount of the Securities redeemed (such amount, together with the Make-Whole Payment described below, the “Provisional Redemption Price”), on the date of redemption (the “Provisional Redemption Date”) if (1) the Quoted Price of the Common Stock has exceeded 150% of the principal amount of Securities called conversion price in effect at such time for redemption, together with any accrued interest up to, but not including, the Redemption Date (the "Redemption Price") if, but only if (x) on each of at least 20 Trading Days within a period of any 30 consecutive Trading Days ending on the Trading Day before prior to the date of mailing of the notice of Provisional Redemption (the “Provisional Redemption Notice Date”), and (as defined below2) a shelf registration statement covering resales of the Securities and Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date, unless registration is no longer required. Upon any such Provisional Redemption, the Company shall make to Holders an additional payment (the “Make-Whole Payment”) with respect to the Securities called for redemption. The Make-Whole Payment per $1,000 principal amount of Securities redeemed shall equal $165 less any interest actually paid on $1,000 principal amount of Securities from the date of issuance through the Provisional Redemption Date. The Company may make the Make-Whole Payment, at its option, either in cash or Common Stock (or a combination of cash and Common Stock) and shall specify the type of consideration for the Make-Whole Payment in the redemption notice; PROVIDED, HOWEVER, that the Company’s right to exercise its election to make the Make-Whole Payment by issuing shares of Common Stock shall be conditioned upon: (1) the Closing registration of such shares of Common Stock under the Securities Act, if required; (2) any qualification of such shares of Common Stock under applicable state securities laws, if necessary, or the availability of an exemption from such qualification; (3) the listing of such shares of Common Stock on any United States national securities exchange on which the Common Stock is then listed or the quotation of such shares of Common Stock in any inter-dealer quotation system of any registered United States national securities association through which the Common Stock is then traded; (4) the receipt by the Trustee of an Officers’ Certificate stating: (i) that the terms of the issuance of the shares of Common Stock are in conformity with the Indenture; (ii) that the shares of Common Stock to be issued in payment of the Make-Whole Payment in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of the Indenture in payment of the Make-Whole Payment in respect of Securities, will be validly issued, fully paid, non-assessable and free from preemptive rights; (iii) that the conditions in clauses (i) and (ii) of this paragraph (4), and the conditions in paragraph (1) – (3) above have been satisfied in all material respects; and (iv) the number of shares of Common Stock to be issued with respect to the Make-Whole Payment for each $1,000 principal amount of Securities and the Quoted Price of a share of Common Stock on each Trading Day during the period over which the average Quoted Price is calculated; and (5) the receipt by the Trustee of an Opinion of Counsel stating that: (i) the shares of Common Stock to be issued in payment of the Make-Whole Payment in respect of Securities have been duly authorized, and when issued and delivered pursuant to the terms of the Indenture in payment of the Make-Whole Payment in respect of Securities, will be validly issued, fully paid and non-assessable and (ii) the shares of Common Stock to be issued upon Provisional Redemption are not subject to any restrictions on transfer under the Securities Act. If the foregoing conditions are not satisfied prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Provisional Redemption Date, the Company shall pay the entire Make-Whole Payment in respect of the Securities being redeemed in cash. Payments made in Common Stock in accordance with this Section 3.01 will be valued at 97% of the average of the Quoted Prices of the Common Stock for the five consecutive Trading Days ending on the Trading Day immediately preceding the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Securities called for Provisional Redemption, including those Securities converted into Common Stock between the Provisional Redemption Notice Date and the Provisional Redemption Date. The Make-Whole Payment payable with respect to any such Securities converted into Common Stock between the Provisional Redemption Notice Date and the Provisional Redemption Date shall not be reduced to the extent that any interest has accrued on and is unpaid as of the date on which Securities are converted. The Company will not issue fractional shares of Common Stock upon payment of the Make-Whole Payment with Common Stock. In lieu thereof, the Company will pay an amount in cash for the current market value of the fractional shares. The current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by the Company by multiplying the Quoted Price of the Common Stock exceeds (y) 120% of the Conversion Price of the Securities on the 30th Trading Day of immediately prior to the Provisional Redemption Date by such periodfractional share and rounding the product to the nearest whole cent. Notice Subject to Section 3.03, in case of any redemption pursuant to at the preceding sentence must be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On or after December 20, 2010 election of the Company may redeem the Securities in accordance with this Article 3 for cash at of any time as a whole, or from time to time in part, at the Redemption Price. In the event that the Company elects to redeem the Securities on a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest to the Holders in whose name the Securities are registered at the close of business on such Regular Record Date. If the Company elects to redeem Securities pursuant to this Section 3.1 and paragraph 5 of the Securities, it shall notify the Trustee at least 25 Company shall, no later than the Provisional Redemption Notice Date, or if less than all the Securities are to be redeemed, no later than five days prior to before the Provisional Redemption Date as fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) of the Redemption Date and the principal amount of Securities to be redeemed. Any such notice to ), notify the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction in writing of the conditions to redemption as of the date the notice of redemption is mailed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five days after the date of notice to the TrusteeProvisional Redemption Date.

Appears in 1 contract

Samples: Indenture (Citadel Broadcasting Corp)

Right to Redeem; Notice to Trustee. Prior (a) The Securities may be redeemed at the election of the Company, as a whole or in part from time to December time, at any time prior to February 20, 20082005 (a "Provisional Redemption"), at a redemption price equal to $1,000 per $1,000 principal amount of the Securities redeemed (such amount, together with the Make-Whole Payment described below, the "Provisional Redemption Price"), on the date of redemption (the "Provisional Redemption Date") if (1) the Closing Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days within a period of any 30 consecutive Trading Days ending on the Trading Day prior to the date of mailing of the notice of Provisional Redemption (the "Notice Date"), and (2) a shelf registration statement covering resales of the Securities are not redeemableand the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date, unless registration is no longer required. On or after December 20, 2008 and through December 19, 2010Upon any such Provisional Redemption, the Company may redeem shall make an additional payment (the "Make-Whole Payment") with respect to the Securities called for redemption to Holders in accordance an amount equal to the total value of the aggregate amount of interest that would have been payable on the Securities from the last day through which interest was paid on the Securities (or February 15, 2002, if no interest has been paid) through February 15, 2005. Payments made in Common Stock will be valued at 97% of the average of the Closing Prices of the Common Stock for the five consecutive Trading Days ending on the Trading Day immediately preceding the Provisional Redemption Date. The Company may make the Make-Whole Payment, at its option, either in cash or Common Stock (or a combination of cash and Common Stock) and shall specify the type of consideration for the Make-Whole Payment in the redemption notice; PROVIDED, HOWEVER, that payment of the Make-Whole Payment may not be made in shares of Common Stock, in whole or in part, unless (i) the shares of Common Stock to be issued in payment of the Make-Whole Payment have been registered or qualified for sale under applicable federal and state securities laws or may be issued to the Holders pursuant to an applicable exemption therefrom; (ii) the shares of Common Stock to be issued in payment of the Make-Whole Payment are listed or quoted as of the Provisional Redemption Date on a national securities exchange or on the Nasdaq National Market; (iii) all shares of Common Stock that may be issued in payment of the Make-Whole Payment shall be newly issued shares, shall upon issue, be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive or similar rights and free of any lien or adverse claim; and (iv) a shelf registration covering resale of the shares of Common Stock to be issued in payment of the Make-Whole Payment is effective and expected to remain effective and available for use for the 30 days following the Provisional Redemption Date to the extent that such shares of Common Stock to be issued in payment of the Make-Whole Payment have not been registered or qualified for sale under applicable federal or state securities laws. The Company shall make the Make-Whole Payment on all Securities called for Provisional Redemption, including those Securities converted into Common Stock between the Notice Date and the Provisional Redemption Date. The Make-Whole Payment payable with this Article 3 respect to any such Securities converted into Common Stock between the Notice Date and the Provisional Redemption Date shall not be reduced to the extent that any interest has accrued on and is unpaid as of the date on which such Securities are converted. The Company will not issue fractional shares of Common Stock upon payment of the Make-Whole Payment with Common Stock. In lieu thereof, the Company will pay an amount in cash for cash the current market value of the fractional shares. The current market value of a fractional share shall be determined (calculated to the nearest 1/1000th of a share) by multiplying the Closing Price (determined as set forth in Section 4.6(g)) of the Common Stock on the Trading Day immediately prior to the Provisional Redemption Date by such fractional share and rounding the product to the nearest whole cent. (b) The Securities may be redeemed at any time the election of the Company, as a whole, whole or from time to time in part, at a redemption price equal to 100% any time on or after February 20, 2005, at the Redemption Prices specified in paragraph 5 of the principal amount form of Securities called for redemptionSecurity attached hereto as EXHIBIT A, together with any accrued interest up to, but not including, the Redemption Date (the "Redemption Price") if, but only Date; PROVIDED THAT if (x) on each of at least 20 Trading Days within a period of 30 consecutive Trading Days ending on the Trading Day before the date of mailing of the Redemption Notice (as defined below) the Closing Price of the Common Stock exceeds (y) 120% of the Conversion Price of the Securities on the 30th Trading Day of such period. Notice of any redemption pursuant to the preceding sentence must be given on the Business Day Date falls after such 30th Trading Day ("Redemption Notice"). On or after December 20, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at the Redemption Price. In the event that the Company elects to redeem the Securities on a an interest payment record date that is after any Regular Record Date but and on or before an interest payment date, then the corresponding Interest Payment Date, the Company interest shall be required to pay accrued and unpaid interest payable to the Holders in whose name the Securities are registered at the close of business on such Regular Record Datethe interest payment record date. If the Company elects to redeem Securities pursuant to Section 3.1(a) or this Section 3.1 3.1(b) and paragraph 5 of the Securities, it shall notify the Trustee at least 25 40 days prior to the Redemption Date as fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) of the Redemption Date and the principal amount of Securities to be redeemed. Any such notice to the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction of the conditions to redemption as of the date the notice of redemption is mailed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five ten days after the date of notice to the Trustee.

Appears in 1 contract

Samples: Indenture (Cymer Inc)

Right to Redeem; Notice to Trustee. Prior (a) The Notes shall not be redeemable at the option of the Company prior to December 20________, 20082003. After ____________, 2003, and prior to the Securities are not redeemable. On or after December 20, 2008 and through December 19, 2010Maturity Date, the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in partmay, at a redemption price equal to 100% of the principal amount of Securities called for redemptionits option, together with any accrued interest up toredeem all, but not includingless than all, of the outstanding Notes, upon notice as set forth in Section 3.1(b) at the Redemption Date (the "Redemption Price") if, but only if (x) on each of at least 20 Trading Days within a period of 30 consecutive Trading Days ending on the Trading Day before the date of mailing of the Redemption Notice Price (as defined below) ), at any time within 5 days of any date on which the Closing average Trading Price of the Common Stock for the 30 consecutive Trading Days preceding the Redemption Notice Date (as defined in Section 3.1(b)) exceeds (y) 120the Conversion Price by an amount equal to 200% of the Conversion Price; The Redemption Price of for each Note shall be an amount in cash equal to the Securities on the 30th Trading Day principal amount of such period. Notice of any redemption pursuant Note plus all accrued but unpaid interest up to the preceding sentence must be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On or after December 20, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at but not including the Redemption Price. In the event that Date. (b) If the Company elects to redeem the Securities on a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest to the Holders in whose name the Securities are registered at the close of business on such Regular Record Date. If the Company elects to redeem Securities Notes pursuant to this Section 3.1 and paragraph 5 6 of the SecuritiesNotes, it then at least 60 days before the Redemption Date, the Company shall notify mail or cause to be mailed a notice of redemption by first-class mail to the Trustee and to each Holder of Notes to be redeemed at least 25 days prior such Holder's address as it appears on the Note register. The date such notice is first mailed to the Trustee shall be the Redemption Date as fixed by Notice Date. The notice shall identify the Notes to be redeemed and shall state: (1) the Redemption Date; (2) the Redemption Price; (3) the then current Conversion Price; (4) the name and address of the Paying Agent and the Conversion Agent; (5) that Notes called for redemption must be presented and surrendered to the Paying Agent to collect the Redemption Price; (6) that the Notes called for redemption may be converted at any time before the close of business on the fifth Business Day immediately preceding the Redemption Date; (7) that Holders who wish to convert Notes must satisfy the requirements in paragraph 7 of the Notes; (8) that, unless the Company (unless a shorter notice defaults in making the redemption payment, the only remaining right of the Holder shall be satisfactory to the Trustee) receive payment of the Redemption Date Price upon presentation and the principal amount of Securities to be redeemed. Any such notice surrender to the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction Paying Agent of the conditions to redemption as of the date the notice of redemption is mailed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five days after the date of notice to the Trustee.Notes;

Appears in 1 contract

Samples: Purchase Agreement (Alterra Healthcare Corp)

Right to Redeem; Notice to Trustee. Prior (a) The Securities may be redeemed at the election of the Company, as a whole or in parts from time to December 20time, 2008at any time prior to September 5, 2004 (a "Provisional Redemption"), at a Redemption Price equal to $1,000 per $1,000 principal amount of the Securities redeemed (such amount, together with the Make-Whole Payment described below, the "Provisional Redemption Price"), on the date of redemption (the "Provisional Redemption Date") if (1) the Closing Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days within a period of any 30 consecutive Trading Days ending on the Trading Day prior to the date of mailing of the provisional notice of redemption (the "Notice Date"), and (2) a shelf registration statement covering resales of the Securities are not redeemableand the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective for the 30 days following the Provisional Redemption Date, unless registration is no longer required. On or after December 20, 2008 and through December 19, 2010Upon any such Provisional Redemption, the Company may redeem shall make an additional payment, at its option, in cash or Common Stock (the "Make-Whole Payment") with respect to the Securities called for redemption to holders on the Notice Date in accordance with this Article 3 an amount equal to the total value of the aggregate amount of interest that would have been payable on the Securities from the last day through which interest was paid on the Securities (or August 24, 2001 if no interest has been paid) through September 1, 2004. Payments made in Common Stock will be valued at 95% of the average Closing Prices of the Common Stock for cash the five trading days ending on the day prior to the Provisional Redemption Date. The Company shall make the Make-Whole Payment on all Securities called for Provisional Redemption, including those Securities converted into Common Stock between the Notice Date and the Provisional Redemption Date. (b) The Securities may be redeemed at any time the election of the Company, as a whole, whole or from time to time in part, at a redemption price equal to 100% any time on or after September 5, 2004, at the Redemption Prices specified in paragraph 5 of the principal amount form of Securities called for redemptionSecurity attached hereto as Exhibit A, together with any accrued interest up to, but not including, the Redemption Date (the "Redemption Price") if, but only Date; provided that if (x) on each of at least 20 Trading Days within a period of 30 consecutive Trading Days ending on the Trading Day before the date of mailing of the Redemption Notice (as defined below) the Closing Price of the Common Stock exceeds (y) 120% of the Conversion Price of the Securities on the 30th Trading Day of such period. Notice of any redemption pursuant to the preceding sentence must Date is an interest payment date, interest will be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On or after December 20, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at the Redemption Price. In the event that the Company elects to redeem the Securities on a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest payable to the Holders in whose name the Securities are registered at the close of business on such Regular Record the Redemption Date. If the Company elects to redeem Securities pursuant to this Section 3.1 3.1(a) or Section 3.1(b) and paragraph 5 of the Securities, it shall notify the Trustee at least 25 45 days prior to the Redemption Date as fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) of the Redemption Date and the principal amount of Securities to be redeemed. Any such notice to the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction of the conditions to redemption as of the date the notice of redemption is mailed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five ten days after the date of notice to the Trustee.

Appears in 1 contract

Samples: Indenture (HNC Software Inc/De)

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Right to Redeem; Notice to Trustee. Prior to December (a) At any time on or after January 20, 2008, the Securities are not redeemable. On or after December 20, 2008 and through December 19, 20102015, the Company may shall have the right to redeem the Securities Notes, in accordance with this Article 3 for cash at any time as a whole, whole or from time to time in partpart in integral multiples of US$1,000, at a redemption price equal to 100% of the principal amount of Securities called for redemptionthe Notes being redeemed, together with any plus accrued and unpaid interest up to, but not includingexcluding, the Redemption Date (Date, if the "Redemption Price") if, but only if (x) on each Last Reported Sale Price of the ADSs for at least 20 Trading Days within in a period of 30 consecutive Trading Days, the last of which occurs no more than five Trading Days ending on the Trading Day before prior to the date upon which notice of mailing of the Redemption Notice (as defined below) the Closing Price of the Common Stock exceeds (y) 120such redemption is published, is at least 130% of the applicable Conversion Price of the Securities per ADS in effect on the 30th such Trading Day of such periodDay. Notice of any redemption pursuant to the preceding sentence must be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On or after December 20However, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at if the Redemption Price. In the event that the Company elects to redeem the Securities on Date occurs after a record date that is after any Regular Record Date but and on or before prior to the corresponding Interest Payment Date, the Company shall be required to will pay the full amount of accrued and unpaid interest due on such Interest Payment Date to the Holders in whose name Noteholder on the Securities are registered record date corresponding to such Interest Payment Date, and the Redemption Price payable to the Noteholder who presents the Note for redemption will be 100% of the principal amount of such note and will not include any accrued and unpaid interest. The price at which the close of business Notes shall be redeemable on such Regular Record Date. any Redemption Date pursuant to this Section 3.01(a) is hereinafter referred to as a "REDEMPTION PRICE." (b) If the Company elects to redeem Securities pursuant to this Section 3.1 and paragraph 5 of the SecuritiesNotes, it shall notify the Trustee in writing at least 25 30 days and no more than 60 days prior to the Redemption Date as fixed by of the Company Redemption Date and of the principal amount of Notes to be redeemed (unless a shorter notice period shall be satisfactory to the Trustee) of the Redemption Date and the principal amount of Securities to be redeemed. Any such notice to the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction of the conditions to redemption as of the date the notice of redemption is mailed). If fewer than all of the Securities Notes are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five ten days after the date of notice to the Trustee.

Appears in 1 contract

Samples: Indenture (Solarfun Power Holdings Co., Ltd.)

Right to Redeem; Notice to Trustee. Prior (a) The Securities may be redeemed at the election of the Company, as a whole or in part from time to December 20time, 2008, the Securities are not redeemable. On or after December 20, 2008 and through December 19, 2010, the Company may redeem the Securities in accordance with this Article 3 for cash at any time prior to August 20, 2003 (a "Provisional Redemption"), upon at least 20 and not more than 60 days' notice by mail to the Holders of the Securities at a redemption price equal to $1,000 per $1,000 principal amount of the Securities redeemed plus accrued and unpaid interest, if any (such amount, together with the Make-Whole Payment described below, the "Provisional Redemption Price"), to but excluding the date of redemption (the "Provisional Redemption Date") if (1) the Closing Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days within a period of any 30 consecutive Trading Days ending on the Trading Day prior to the date of mailing of the notice of Provisional Redemption (the "Notice Date"), and (2) a shelf registration statement covering resales of the Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date unless registration is no longer required. Upon any such Provisional Redemption, the Company, if a shelf registration statement covering resales of such Common Stock is effective and expected to remain effective and available for use for the 30 days following the Redemption Date or Provisional Redemption Date, shall make an additional payment, at its option, in cash or Common Stock or a combination of cash and Common Stock (the "Make-Whole Payment") with respect to the Securities called for redemption to holders on the Notice Date in an amount equal to $112.50 per $1,000 principal amount of the Securities, less the amount of any interest actually paid on such Securities prior to the date of redemption. Payments made in Common Stock will be valued at 97% of the average closing sales prices of Common Stock for the five Trading Days ending on the day prior to the Redemption Date. The Company shall make the Make-Whole Payment on all Securities called for Provisional Redemption, including those Securities converted into Common Stock between the Notice Date and the Provisional Redemption Date. (b) The Securities may be redeemed at the election of the Company, as a whole, whole or from time to time in part, at a any time on or after August 20, 2003, on at least 20 days and no more than 60 days notice at the redemption price equal to 100% prices specified in paragraph 5 of the principal amount form of Securities called for redemptionSecurity attached hereto as Exhibit A, together with any accrued interest up to, to but not including, including the Redemption Date; provided that if the Redemption Date (the "Redemption Price") ifis an interest payment date, but only if (x) on each of at least 20 Trading Days within a period of 30 consecutive Trading Days ending on the Trading Day before the date of mailing of the Redemption Notice (as defined below) the Closing Price of the Common Stock exceeds (y) 120% of the Conversion Price of the Securities on the 30th Trading Day of such period. Notice of any redemption pursuant to the preceding sentence must interest will be given on the Business Day after such 30th Trading Day ("Redemption Notice"). On or after December 20, 2010 the Company may redeem the Securities in accordance with this Article 3 for cash at any time as a whole, or from time to time in part, at the Redemption Price. In the event that the Company elects to redeem the Securities on a date that is after any Regular Record Date but on or before the corresponding Interest Payment Date, the Company shall be required to pay accrued and unpaid interest payable to the Holders in whose name the Securities are registered at the close of business on the relevant record dates for payment of such Regular Record Dateinterest. If the Company elects to redeem Securities pursuant to Section 3.1(a) or this Section 3.1 3.1(b) and paragraph 5 of the Securities, it shall notify the Trustee Trustee, at least 25 the earlier of the time the Company notifies the Holders of such redemption or 45 days prior to the Redemption Date redemption date as fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) ), of the Redemption Date redemption date and the principal amount of Securities to be redeemed. Any such notice to the Trustee given with respect to a redemption prior to December 20, 2010 may be conditioned upon satisfaction of the conditions to redemption as of the date the notice of redemption is mailed. If fewer than all of the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall not be less than five ten days after the date of notice to the Trustee. If the Company elects to redeem Securities pursuant to Section 3.1(a), on or prior to the redemption date the Company shall deliver to the Trustee an Officers' Certificate certifying that the requirements for the Provisional Redemption under Section 3.1(a) have been satisfied and providing the calculation of the Make-Whole Payment.

Appears in 1 contract

Samples: Indenture (Rf Micro Devices Inc)

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