RIGHTS OF REDEMPTION AND PURCHASE. (A) Redemption of the Securities, as permitted by any provision of this Indenture, shall be made: (i) with respect to a purchase at the Company’s option, in accordance with Paragraph 6 of the Securities (a “Redemption”); and (ii) with respect to any purchase upon a Fundamental Change at each Holder’s option, in accordance with Paragraph 8 of the Securities (a “Purchase Upon a Fundamental Change”); in each case in accordance with the applicable provisions of this Article III. (B) The Company will comply with all U.S. and Canadian federal, state and provincial securities laws, and the applicable laws of any foreign jurisdiction, in connection with any offer to sell or solicitations of offers to buy Securities pursuant to this Article III. (C) Prior to July 1, 2018, the Company may not redeem the Securities, except upon the occurrence of certain changes to the laws governing Canadian withholding taxes as set forth in Section 3.08. (D) (i) On or after July 1, 2018 and before July 1, 2019, the Company shall have the right to redeem all or part of the Securities at a price, payable in cash, of 110.3125% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; (ii) on or after July 1, 2019 and before July 1, 2020, the Company shall have the right to redeem all or part of the outstanding Securities at a price, payable in cash, of 105.15625% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; or (iii) on or after July 1, 2020, until the Maturity Date, the Company shall have the right to redeem all or part of the outstanding Securities at a price, payable in cash, of 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (each of (i), (ii) and (iii), a “Redemption Price”). (E) In no event shall any Redemption Date be a Legal Holiday. If the Redemption Date with respect to a Security is after a record date for the payment of an installment of interest and on or before the related interest payment date, then accrued and unpaid interest to, but excluding, such interest payment date shall be paid, on such interest payment date, to the Holder of record of such Security at the close of business on such record date, and the Holder surrendering such Security for Redemption shall not be entitled to any such interest unless such Holder was also the Holder of record of such Securities at the close of business on such record date, the applicable Redemption Price will not include such interest. (F) Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in integral multiples of $1,000 principal amount. (G) Notwithstanding anything to the contrary in this Indenture, the Company may purchase Securities in transactions with the Holders, including in tender offers and privately negotiated transactions (H) Any redemption notice in connection with Section 3.01(D) may, at the Company’s discretion, be subject to one or more conditions precedent, including the completion of an equity offering or other corporate transaction.
Appears in 1 contract
RIGHTS OF REDEMPTION AND PURCHASE. (A) Redemption of the Securities, as permitted by any provision of this Indenture, shall be made:
(i) with respect to a purchase at the Company’s option, in accordance with Paragraph Paragraphs 6 and 7 of the Securities (a “Redemption”); and;
(ii) with respect to a purchase at the Holder’s option, in accordance with Paragraph 8 of the Securities (a “Purchase at Holder’s Option”); and Doc#: US1:12666659v9
(iii) with respect to any purchase upon a Fundamental Change at each Holder’s optionChange, in accordance with Paragraph 8 9 of the Securities (a “Purchase Upon a Fundamental Change”); in each case in accordance with the applicable provisions of this Article III.
(B) The Company will comply with all U.S. and Canadian federal, state and provincial securities laws, and the applicable laws of any foreign jurisdiction, in connection with any offer to sell or solicitations of offers to buy Securities pursuant to this Article III.
(C) Prior to July April 1, 20182023, the Company may not redeem the Securities, except upon the occurrence of certain changes to the laws governing Canadian withholding taxes as set forth in Section 3.08.
(D) (i) On or after July April 1, 2018 2023 and before July prior to April 1, 20192026, the Company shall have the right to redeem all or part of the Securities at a price, Redemption Price payable in cash, but only if the Closing Sale Price of 110.3125the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides the notice of redemption to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The “Redemption Price” will equal the sum of (1) 100% of the principal amount of the Securities to be redeemed, plus (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date; redemption date, and (ii3) on or after July 1, 2019 and before July 1, 2020, a “Make-Whole Premium” equal to the Company shall have the right to redeem all or part present value of the outstanding Securities at a price, payable in cash, remaining scheduled payments of 105.15625% of the principal amount of interest that would have been made on the Securities to be redeemedredeemed had such Securities remained outstanding from the Redemption Date to April 1, plus 2026 (excluding interest accrued and unpaid interest, if any, to, but excluding, the Redemption Date; or redemption date, which is otherwise paid pursuant to the preceding clause (iii) 2)). The present value of the remaining interest payments will be computed using a discount rate equal to the Treasury Yield plus fifty basis points. The Company shall make Make-Whole Premium payments on all Securities called for redemption on or after July April 1, 20202023 but prior to April 1, until 2026, including Securities converted after the Maturity Date, date the Company shall have provides the right notice of Redemption but prior to redeem all or part of the outstanding Securities at a price, payable in cash, of 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (each of (i), (ii) and (iii), a “Redemption Price”).
(E) In no event shall any Redemption Date be a Legal Holiday. If the Redemption Date with respect to a Security is after a record date for the payment of an installment of interest and on or before the related interest payment date, then accrued and unpaid interest to, but excluding, such interest payment date shall be paid, on such interest payment date, to the Holder of record of such Security at the close of business on such record date, and the Holder surrendering such Security for Business Day immediately preceding the Redemption shall not be entitled to any such interest unless such Holder was also the Holder of record of such Securities at the close of business on such record date, the applicable Redemption Price will not include such interestDate.
(F) Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in integral multiples of $1,000 principal amount.
(G) Notwithstanding anything to the contrary in this Indenture, the Company may purchase Securities in transactions with the Holders, including in tender offers and privately negotiated transactions
(H) Any redemption notice in connection with Section 3.01(D) may, at the Company’s discretion, be subject to one or more conditions precedent, including the completion of an equity offering or other corporate transaction.
Appears in 1 contract
Samples: Indenture (SSR Mining Inc.)
RIGHTS OF REDEMPTION AND PURCHASE. (A) Redemption of the Securities, as permitted by any provision of this Indenture, shall be made:
(i) with respect to a purchase at the Company’s 's option, in accordance with Paragraph paragraphs 6 and 7 of the Securities (a “"Redemption”"); and
(ii) with respect to any purchase upon a Fundamental Change at each Holder’s optionChange, in accordance with Paragraph paragraph 8 of the Securities (a “Purchase Upon a Fundamental Change”)Securities; in each case in accordance with the applicable provisions of this Article III.
(B) The Company will comply with all U.S. and Canadian federal, state and provincial securities laws, and the applicable laws of any foreign jurisdiction, in connection with any offer to sell or solicitations of offers to buy Securities pursuant to this Article III.
(C) Prior to July 1October 20, 2018, 2026 the Company may not redeem the Securities, except upon the occurrence of certain changes to the laws governing Canadian withholding taxes as set forth in Section 3.08.
(D) (i) On or after July 1October 20, 2018 and before July 1, 20192026, the Company shall have the right to redeem all or part of the Securities at a price, Redemption Price payable in cash, but only if the Closing Sale Price of 110.3125the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides a notice of Redemption (the "Notice of Redemption") to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The Redemption Price will equal the sum payable in cash of (1) 100% of the principal amount of the Securities to be redeemed, plus redeemed and (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date; (ii) on or after July 1, 2019 and before July 1, 2020, the Company shall have the right to redeem all or part of the outstanding Securities at a price, payable in cash, of 105.15625% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; or (iii) on or after July 1, 2020, until the Maturity Date, the Company shall have the right to redeem all or part of the outstanding Securities at a price, payable in cash, of 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (each of (i), (ii) and (iii), a “Redemption Price”)redemption date.
(E) In no event shall any Redemption Date be a Legal Holiday. If the Redemption Date with respect to a Security is after a record date for the payment of an installment of interest and on or before the related interest payment date, then accrued and unpaid interest to, but excluding, such interest payment date shall be paid, on such interest payment date, to the Holder of record of such Security at the close of business on such record date, date and the Holder surrendering such Security for Redemption shall not be entitled to any such interest unless such Holder was also the Holder of record of such Securities at the close of business on such record date, the applicable Redemption Price will not include such interestinterest so payable.
(F) If a Holder converts its Securities at any time during a Redemption Conversion Period, the applicable Conversion Rate will be increased by the Make-Whole Applicable Increase.
(G) Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in integral multiples of $1,000 principal amount.
(GH) Notwithstanding anything to the contrary in this Indenture, the Company may purchase Securities in transactions with the Holders, including in tender offers and privately negotiated transactions
(H) Any redemption notice in connection with Section 3.01(D) may, at the Company’s discretion, be subject to one or more conditions precedent, including the completion of an equity offering or other corporate transaction.
Appears in 1 contract
Samples: Indenture (Equinox Gold Corp.)
RIGHTS OF REDEMPTION AND PURCHASE. (A) Redemption of the Securities, as permitted by any provision of this Indenture, shall be made:
(i) with respect to a purchase at the Company’s option, in accordance with Paragraph paragraphs 6 and 7 of the Securities (a “Redemption”); and
(ii) with respect to any purchase upon a Fundamental Change at each Holder’s optionChange, in accordance with Paragraph paragraph 8 of the Securities (a “Purchase Upon a Fundamental Change”)Securities; in each case in accordance with the applicable provisions of this Article III.
(B) The Company will comply with all U.S. and Canadian federal, state and provincial securities laws, and the applicable laws of any foreign jurisdiction, in connection with any offer to sell or solicitations of offers to buy Securities pursuant to this Article III.
(C) Prior to July 1March 6, 2018, 2021 the Company may not redeem the Securities, except upon the occurrence of certain changes to the laws governing Canadian withholding taxes as set forth in Section 3.083.08 and in accordance with Section 3.01(E) .
(D) (i) On or after July 1March 6, 2018 and before July 1, 20192021, the Company shall have the right to redeem all or part of the Securities at a price, Redemption Price payable in cash, but only if the Closing Sale Price of 110.3125the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides a notice of Redemption (the “Notice of Redemption”) to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The Redemption Price will equal the sum payable in cash of (1) 100% of the principal amount of the Securities to be redeemed, plus redeemed and (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date; redemption date.
(iiE) on If the Arrangement is not consummated for any reason by May 30, 2018, or after July 1, 2019 and before July 1, 2020if the Arrangement Agreement is terminated for any reason (other than by consummation of the Arrangement), the Company shall have the right to may redeem all or part (an “M&A Redemption”) all, but not less than all, of the outstanding Securities on a Redemption Date to occur on or prior to November 30, 2018, at a price, payable in cash, of 105.15625% of the redemption price for each $1,000 principal amount of Securities equal to the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; or (iii) on or after July 1, 2020, until the Maturity Date, the Company shall have the right to redeem all or part of the outstanding Securities at a price, sum payable in cashcash of (1) $1,010, of 100% of the principal amount of the Securities to be redeemed, plus (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date and (each 3) 75% of (i)the excess, (iiif any, of the M&A Redemption Conversion Value over the Initial Conversion Value. Following November 30, 2018, the Securities shall be redeemable at the Company’s option only in accordance with Section 3.01(D) and (iii), a “Redemption Price”)Section 3.08.
(EF) In no event shall any Redemption Date be a Legal Holiday. If the Redemption Date with respect to a Security is after a record date for the payment of an installment of interest and on or before the related interest payment date, then accrued and unpaid interest to, but excluding, such interest payment date shall be paid, on such interest payment date, to the Holder of record of such Security at the close of business on such record date, date and the Holder surrendering such Security for Redemption shall not be entitled to any such interest unless such Holder was also the Holder of record of such Securities at the close of business on such record date, the applicable Redemption Price will not include such interestinterest so payable.
(FG) If a Holder converts its Securities at any time during a Redemption Conversion Period, the applicable Conversion Rate will be increased by the Make-Whole Applicable Increase (for the avoidance of doubt, the applicable Conversion Rate will not be increased upon the occurrence of a Notice of Redemption in connection with a M&A Redemption).
(H) Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in integral multiples of $1,000 principal amount.
(GI) Notwithstanding anything to the contrary in this Indenture, the Company may purchase Securities in transactions with the Holders, including in tender offers and privately negotiated transactions
(H) Any redemption notice in connection with Section 3.01(D) may, at the Company’s discretion, be subject to one or more conditions precedent, including the completion of an equity offering or other corporate transaction.
Appears in 1 contract
RIGHTS OF REDEMPTION AND PURCHASE. (A) Redemption of the Securities, as permitted by any provision of this Indenture, shall be made:
(i) with respect to a purchase at the Company’s option, in accordance with Paragraph paragraphs 6 and 7 of the Securities (a “Redemption”); and
(ii) with respect to any purchase upon a Fundamental Change at each Holder’s optionChange, in accordance with Paragraph paragraph 8 of the Securities (a “Purchase Upon a Fundamental Change”)Securities; in each case in accordance with the applicable provisions of this Article III.
(B) The Company will comply with all U.S. and Canadian federal, state and provincial securities laws, and the applicable laws of any foreign jurisdiction, in connection with any offer to sell or solicitations of offers to buy Securities pursuant to this Article III.
(C) Prior to July 15, 2018, 2027 the Company may not redeem the Securities, except upon the occurrence of certain changes to the laws governing Canadian withholding taxes as set forth in Section 3.08.
(D) (i) On or after July 15, 2018 and before July 1, 20192027, the Company shall have the right to redeem all or part of the Securities at a price, Redemption Price payable in cash, but only if the Closing Sale Price of 110.3125the Common Shares for 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the Trading Day prior to the date the Company provides a notice of Redemption (the “Notice of Redemption”) to Holders exceeds 130% of the Conversion Price in effect on each such Trading Day. The Redemption Price will equal the sum payable in cash of (1) 100% of the principal amount of the Securities to be redeemed, plus redeemed and (2) accrued and unpaid interest, if any, to, but excluding, the Redemption Date; (ii) on or after July 1, 2019 and before July 1, 2020, the Company shall have the right to redeem all or part of the outstanding Securities at a price, payable in cash, of 105.15625% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; or (iii) on or after July 1, 2020, until the Maturity Date, the Company shall have the right to redeem all or part of the outstanding Securities at a price, payable in cash, of 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (each of (i), (ii) and (iii), a “Redemption Price”)redemption date.
(E) In no event shall any Redemption Date be a Legal Holiday. If the Redemption Date with respect to a Security is after a record date for the payment of an installment of interest and on or before the related interest payment date, then accrued and unpaid interest to, but excluding, such interest payment date shall be paid, on such interest payment date, to the Holder of record of such Security at the close of business on such record date, date and the Holder surrendering such Security for Redemption shall not be entitled to any such interest unless such Holder was also the Holder of record of such Securities at the close of business on such record date, the applicable Redemption Price will not include such interestinterest so payable.
(F) If a Holder converts its Securities at any time during a Redemption Conversion Period, the applicable Conversion Rate will be increased by the Make-Whole Applicable Increase.
(G) Securities in denominations larger than $1,000 principal amount may be redeemed in part but only in integral multiples of $1,000 principal amount.
(GH) Notwithstanding anything to the contrary in this Indenture, the Company may purchase Securities in transactions with the Holders, including in tender offers and privately negotiated transactions
(H) Any redemption notice in connection with Section 3.01(D) may, at the Company’s discretion, be subject to one or more conditions precedent, including the completion of an equity offering or other corporate transaction.
Appears in 1 contract
Samples: Indenture (Fortuna Silver Mines Inc)
