Satisfaction. Discharge and Defeasance of Securities of Any Series. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to: (a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series; (b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106; (c) the Company's obligations with respect to the Trustee under Section 607; and (d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied: (e) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501 (f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; (g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof; (h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date; (i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred; (j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and (k) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE
Appears in 2 contracts
Samples: Indenture (Potlatch Corp), Indenture (Potlatch Corp)
Satisfaction. Discharge and Defeasance discharge of Indenture with respect to Debt Securities of Any Seriesany series. The If (a) the Company shall be deemed deliver to have paid and discharged the entire indebtedness on Trustee for cancellation all the Outstanding Debt Securities of any series on theretofore authenticated (other than any such Debt Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other such Debt Securities shall have been authenticated and delivered or Debt Securities for whose payment money (or other form of payment if permitted by the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities terms of such series, shall no longer be Debt Securities) has theretofore been held in effect (trust and the Trustee, at the expense of thereafter repaid to the Company, shall at Company Request execute proper instruments acknowledging the same)as provided in Section 6.3) and not theretofore cancelled, except as to:
or (ab) the rights Company shall irrevocably deposit (subject to Section 6.3) with the Trustee or Paying Agent as trust funds the entire amount in cash or U.S. Government Obligations, or combination thereof, sufficient to pay at maturity or upon redemption all of Holders of the Debt Securities of such series (other than any Debt Securities which shall have been destroyed, lost or stolen and in lieu of or in substitution for which other Debt Securities shall have been authenticated and delivered or Debt Securities for whose payment money (or other form of payment if permitted by the terms of such Debt Securities) has theretofore been held in trust and thereafter repaid to receivethe Company, from as provided in Section 6.3) not theretofore paid, surrendered or delivered to the trust funds described in subparagraph (e) hereofTrustee for cancellation, (i) payment of including the principal of (and principal, premium, if any) and each installment of principal of 403 (and premium, make-whole amount, if any) or , and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest due or to become due to such date of maturity or redemption date, as the case may be, and including if in either case the Redemption Date irrevocably designated Company shall also pay or cause to be paid all other sums payable hereunder by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that in the opinion of the signers all conditions precedent provided for relating to the defeasance contemplated by satisfaction and discharge of this Section Indenture with respect to the Debt Securities of such series have been complied with; with (and
, in the event that such deposit shall be made more than one year prior to the maturity of the Debt Securities of such series, such Opinion of Counsel shall also state that such deposit will not result in an obligation of the Company, the Trustee or the trust fund created by such deposit to register as an investment company under the Investment Company Act of 1940, as amended) and a certificate (kupon which the Trustee may conclusively rely) if of a firm of independent public accounts of recognized national standing selected by the Company has deposited or caused to Board of Directors (who may be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premiumregular accountants employed by the Company) stating that the cash, if any) , and interest on U.S. Government Obligations, if any, or combination thereof, deposited as set forth above are sufficient to pay at maturity or upon redemption all of the Outstanding Debt Securities of a such series as set forth above, then, except with respect to the remaining rights of conversion of any Debt Securities the terms of which provide for conversion or to rights of exchange or registration of transfer or of the Company's right of optional redemption of any Debt Securities of such series, this Indenture shall cease to be of further effect with respect to the Debt Securities of such series, and including a Redemption Date pursuant the Trustee, on demand of and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to subparagraph (e) hereofthe Debt Securities of such series. Notwithstanding the satisfaction and discharge of this Indenture with respect to the Debt Securities of such series, such Redemption Date shall be irrevocably designated by a Board Resolution delivered the obligations of the Company to the Trustee on or prior to the date of deposit of such money under Section 11.2 shall survive, and if moneys or U.S. Government Obligations, or combination thereof, shall have been irrevocably deposited with the Trustee or Paying Agent pursuant to clause (b) of this Section, the obligations of the Trustee under Section 6.2 and such Board Resolution the first paragraph of Section 6.3 shall survive. In order to have money available on a payment date to pay the Principal of, premium, if any, make-whole amount, if any, or interest, if any, on the Debt Securities, the U.S. Government Obligations shall be accompanied by an irrevocable Company Request that payable as to Principal or interest on or before such payment date in such amounts as will provide the Trustee give notice of such redemption in the name and necessary money. Such U.S. Government Obligations shall not be callable at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVEissuer's option.
Appears in 2 contracts
Samples: Indenture (Omnova Solutions Inc), Indenture (Omnova Solutions Inc)
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The Company shall be deemed to have paid and discharged Discharged the entire indebtedness Indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e1) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on of which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, hereof and if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Sections 1101, 1104 and 11061106 hereof as they apply to such Redemption Date;
(c) the Company's obligations with respect to the Trustee under Section 607607 hereof; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e1) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money money, in the currency or units of currency in which such Securities are payable, in an amount, or (ii) (except as provided in a supplemental indenture or Board Resolution with respect to such series) if Securities of such series are not subject to repayment repurchase at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e1) money in an amount or (B) a combination thereof, in each case sufficient, in the opinion report of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which the Trustee shall be instructed to apply to pay and discharge, (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g2) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof;
(h3) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i4) the Company has delivered to the Trustee an Officers' Certificate unqualified opinion, in form and an Opinion substance reasonably acceptable to the Trustee, of Counsel independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that (i) Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such the deposit, defeasance and discharge discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service and will be subject to Federal income tax on (ii) the same amount and in defeasance trust is not, or is registered as, an investment company under the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act of 1940;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k5) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE1104 hereof; and
(6) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied with.
Appears in 2 contracts
Samples: Indenture (Public Service Co of Oklahoma), Indenture (Public Service Co of Oklahoma)
Satisfaction. Discharge and Defeasance of Securities of Any Series. any Series The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the TrusteeCompany, at the expense of the Companyits option, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, will be discharged from the trust funds described any and all obligations in subparagraph (e) hereof, (i) payment respect of the principal Securities (except in each case for the obligations to register the transfer or exchange of the Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust); or (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's b)will be released from its obligations with respect to the Trustee under Section 607; and
Securities (dexcept for the obligations set forth in the preceding clause (a) and except for the rightsobligations to pay the principal of, powerspremium, trust if any, and immunities of any interest on the Securities, to compensate and indemnify the Trustee hereunder and the duties of the Trustee under Section 402 andappoint a successor Trustee, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, that the following conditions shall have been satisfied:
(e1) the The Company has deposited or caused to be irrevocably deposited (except as provided in Section 402[607], [402(c)] and the last paragraph of Section [1003]) with the Trustee (specifying that each deposit is pursuant to this Section 403) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, sufficient to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which dates such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which if the Company is has designated a party or redemption date pursuant to the final sentence of this paragraph, to and including the redemption date so designated by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) Company), and no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after deposit. To exercise any such date;
(i) option, the Company has delivered is required to deliver to the Trustee an Officers' Certificate and (x) an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and of certain obligations, which in the same manner case of (a) must be based on a change in law or a ruling by the U.S. Internal Revenue Service and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(jy) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that as to compliance with all conditions precedent provided for in the Indenture relating to the defeasance contemplated by this Section have been complied with; and
(k) if satisfaction and discharge of the Securities. If the Company has deposited shall wish to deposit or caused cause to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding outstanding Securities of a series to and including a Redemption Date pursuant on which all of the outstanding Securities are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 15 nor more than 60 30 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVEthis Indenture.
Appears in 2 contracts
Samples: Subordinated Debenture Indenture (Southern Investments Uk Capital Trust I), Subordinated Debenture Indenture (PPL Electric Utilities Corp)
Satisfaction. Discharge and Defeasance of Securities of Any Series. The If this Section is specified, as contemplated by Section 3.01, to be applicable to Securities and Coupons, if any, of any series, at the Company's option, either
(1) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or
(2) the entire indebtedness on all Company will cease to be under any obligation to comply with any term, provision or condition set forth in (i) Article VIII and Sections 10.09, 10.10 and 10.11 or (ii) the Outstanding terms, provisions or conditions of such series specified pursuant to Section 3.01 (provided, however, that the Company may not cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of "Discharged"), if, in the case of (1) and (2), with respect to the Securities and Coupons, if any, of any such series on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if anyx) and each installment of principal of 403 either (and premium, if anyy) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (kz) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered paid or caused to be paid all other sums payable with respect to the Trustee an Officers' Certificate Outstanding Securities and an Opinion of Counsel to the effect that the Company has received fromCoupons, or there has been published byif any, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain (in addition to any required under (y) or loss for Federal income tax purposes as a result of such deposit, defeasance (z)); and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(jii) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; and
(ki) if the Company has shall have deposited or caused to be deposited money irrevocably with the Trustee as a trust fund specifically pledged as security for (on a first-priority perfected basis), and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series (A) an amount (in such currency or currency unit in which the Outstanding Securities and Coupons, if any, of such series are payable) or (B) U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency and if so specified pursuant to Section 3.01, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than the due date of any payment of principal (including any premium) and interest, if any, under the Securities and Coupons, if any, of such series, money in an amount or (C) a combination of (A) and (B) sufficient (in the opinion with respect to (B) and (C) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay or and discharge the each installment of principal of (including any premium), and premiuminterest, if any) and interest on , on, the Outstanding Securities and Coupons, if any, of a such series to on the dates such installments of interest or principal are due;
(A) no Event of Default or event (including such deposit) which with notice or lapse of time or both would become an Event of Default shall have occurred and including a Redemption Date pursuant to subparagraph be continuing on the date of such deposit, (eB) hereofno Event of Default as defined in clause (5) or (6) of Section 6.01, or event which with notice or lapse of time or both would become an Event of Default under either such Redemption Date clause, shall be irrevocably designated by a Board Resolution have occurred within 90 days after the date of such deposit and (C) such deposit and the related intended consequence under (1) or (2) will not result in any default or event of default under any material indenture, agreement or other instrument binding upon the Company or any Subsidiary or any of their properties;
(iii) the Company shall have delivered to the Trustee on or prior an Opinion of Counsel to the date effect that Holders of deposit the Securities and Coupons, if any, of such money series will not recognize income, gain or U.S. Government Obligations, loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 5.03 and such Board Resolution shall will be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption subject to Federal income tax in the name same amount, in the same manner and at the expense of same times as would have been the case if such option had not been exercised; and
(iv) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that if the deposit referred to in paragraph (y)(i) above shall include U.S. Government Obligations or Foreign Government Securities, such deposit shall not less than 30 nor more than 60 days prior to result in the Company, the Trustee or such Redemption Date in accordance with Section 1104. ARTICLE FIVEtrust being regulated as an "investment company" under the Investment Company Act of 1940, as amended; or
Appears in 2 contracts
Samples: Senior Debt Indenture (Hasbro Inc), Senior Debt Indenture (Hasbro Inc)
Satisfaction. Discharge and Defeasance of Securities of Any Series. The .
(a) If this Section is specified, as contemplated by Section 202 or Section 301, as the case may be, to be applicable to Securities and Coupons, if any, of any series, at the Company's option, either
(i) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or
(ii) the entire indebtedness on all Company will cease to be under any obligation with respect to such series to comply with any term, provision or condition set forth in (x) Sections 901, 902, 1104 and 1105 or (y) the Outstanding instrument or instruments setting forth the terms, provisions or conditions of such series pursuant to Section 202 or Section 301, as the case may be (provided, in the case of this subclause (y), that such instrument or instruments specify which terms, provisions or conditions, if any, are subject to this clause (a)(ii) and that no such instrument may specify that the Company may cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of "Discharged").
(b) A Discharge pursuant to clause (a)(i) above shall be effective with respect to the Securities and Coupons, if any, of any such series on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (ei) hereofand either (ii) or (iii) have been satisfied, and the provisions of this Indenture, as it relates Company's release from its obligations to comply with certain obligations with respect to such Outstanding series pursuant to clause (a)(ii) above shall be effective with respect to the Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premiumCoupons, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to first day after the applicable conditions set forth below in (i) and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and either (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
or (biii) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(ei) the Company has deposited has:
(A) paid or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and paid all other sums payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Outstanding Securities and Coupons, if any, of such series shall have occurred and be continuing on the date of such deposit (in addition to any required under clause (b)(ii) or during the period ending on the 91st day after such date;(b)(iii)); and
(iB) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; and;
(kii) if (A) the Company has shall have deposited or caused to be deposited irrevocably with the Trustee as a trust fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series (1) money in an amount (in such currency, currencies or currency unit or units in which any Outstanding Securities and Coupons, if any, of such series are payable) or (2) in the case of Securities and Coupons, if any, denominated in Dollars, U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal (including any premium) and interest, if any, under the Securities and Coupons, if any, of such series, money in an amount or (3) a combination of (1) and (2), which in any case of clauses (1), (2) and (3) is sufficient (in the opinion with respect to (2) and (3) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay or and discharge the each installment of principal of (and including premium, if any) , on), and interest on interest, if any, on, the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereofCoupons, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit if any, of such money series on the dates such installments of interest or U.S. Government Obligationsprincipal are due, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name currency, currencies or currency unit or units, in which such Securities and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVECoupons, if any, are payable;
Appears in 1 contract
Samples: Indenture (Washington Post Co)
Satisfaction. Discharge and Defeasance of Securities of Any Series. (a) The Company shall be deemed to have paid fully paid, satisfied and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (outstanding Debentures and the Trustee, at the expense of the Company, shall at Company Request execute and deliver proper instruments acknowledging the same)full payment, except as tosatisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds or property in trusttrust for the purpose of making payment on such Debentures, specifically pledged an amount in money sufficient to pay, satisfy and discharge the entire amount of the principal and interest to maturity, or any repayment date or any Change of Control Purchase Date or otherwise as security forthe case may be, and dedicated solely to, the benefit payment of the Holders of the Securities present taxes owing and any taxes arising with respect to all deposited funds or other provision for payment in respect of such series, (i) money in an amount, or Debentures;
(ii) if Securities the Company has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, Debentures cash in the opinion of a nationally recognized firm of independent certified public accountants expressed currency or currency unit in a written certification thereof delivered to which the Trustee, Debentures are payable as will be sufficient to pay and discharge (x) the entire amount of the principal of and accrued and unpaid interest to the Maturity Date or any repayment date, as the case may be, of all such Debentures; or
(iii) all Debentures Authenticated and premiumdelivered (other than (i) Debentures which have been destroyed, if anylost or stolen and which have been replaced or paid as provided in Section 2.7 and (ii) Debentures for whose payment has been deposited in trust and each installment thereafter repaid to the Company as provided in Section 10.3) have been delivered to the Trustee for cancellation; so long as in any such event:
(1) the Company has paid, caused to be paid or made provisions to the satisfaction of principal (and premium, if any) and interest on the Outstanding Securities Trustee for the payment of all other sums payable or which may be payable with respect to all of such series on Debentures (together with all applicable fees and expenses of the Stated Maturity Trustee in connection with the payment of such principal or installment of principal or interest or to Debentures and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of its duties under this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundIndenture);
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i2) the Company has delivered to the Trustee an Officers' Officer's Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Debentures have been complied with; and
(3) the Trustee shall have received an Opinion opinion or opinions of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series Debentureholders will not recognize income, gain or loss for Federal income tax purposes be subject to any additional taxes as a result of such deposit, the exercise by the Company of the defeasance and discharge and that such holders will be subject to Federal taxes, if any, including those in respect of income tax (including interest and taxable capital gains), on the same amount and amount, in the same manner and at the same times, time or times as would have been the case if such deposit, the defeasance and discharge option had not occurred;been exercised in respect of such Debentures.
(jb) Any deposits with the Company has delivered Trustee referred to in this Section 10.5 shall be irrevocable, subject to Section 10.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee an Officers' Certificate and an Opinion which provides for the due and punctual payment of Counselthe principal and/or the interest (if any) on the Debentures being satisfied.
(c) Upon the satisfaction of the conditions set forth in this Section 10.5 with respect to all the outstanding Debentures, each stating that or all the outstanding Debentures of any series, as applicable, the terms and conditions precedent provided for relating of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the defeasance contemplated by Company.
(d) Any funds or obligations deposited with the Trustee pursuant to this Section have been complied with; and10.5 shall be denominated in the currency or denomination of the Debentures in respect of which such deposit is made.
(ke) If the Trustee is unable to apply any money in accordance with this Section 10.5 by reason of any legal proceeding or any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no money had been deposited pursuant to this Section 10.5 until such time as the Trustee is permitted to apply all such money in accordance with this Section 10.5, provided that if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge made any payment in respect of the principal of and/or the interest (and premium, if any) and interest on Debentures or, as applicable, other amounts because of the Outstanding Securities reinstatement of a series to and including a Redemption Date pursuant to subparagraph (e) hereofits obligations, such Redemption Date the Company shall be irrevocably designated by a Board Resolution delivered subrogated to the Trustee on or prior to rights of the date of deposit holders of such Debentures to receive such payment from the money or U.S. Government Obligations, and such Board Resolution shall be accompanied securities held by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVETrustee.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any Series. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:.
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of Company (and premiumor, if anyapplicable, the Guarantor) and each installment of principal of 403 (and premium, if any) has paid or interest on caused to be paid all sums payable with respect to the Outstanding Securities of such series on the Stated Maturity of such principal (in addition to any sums required under clause (B) or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph clause (k) hereof and C), as applicable); and
(ii) the benefit Company (or, if applicable, the Guarantor) has delivered to the Trustee an Officers’ Certificate of the Company (or, if applicable, of the Guarantor) and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such serieshave been complied with;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(ei) the Company has (or, if applicable, the Guarantor) shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, series (ia) money in an amountamount (in such currency, currencies or (ii) if currency unit or units in which any Outstanding Securities of such series are not subject to repayment at payable) or (b) in the option case of HoldersSecurities denominated in Dollars, (A) U.S. Government Obligations or, in the case of Securities denominated in a Foreign Currency, Foreign Government Securities, which through the payment of interest and principal in respect thereof in accordance with their terms will provide provide, not later than one day before the due date of any payment referred to in clause of principal (xincluding any premium) or (y) and interest, if any, under the Securities of this subparagraph (e) such series, money in an amount or (Bc) a combination thereofof (a) and (b), sufficient, in each case sufficient (in the opinion with respect to (b) and (c) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the principal of (and premium, if any) and each installment of principal of (including any premium), and premiuminterest, if any) and interest on , on, the Outstanding Securities of such series on the Stated Maturity dates such installments of such principal or installment of principal or interest or to and including principal are due, in the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on currency, currencies or currency unit or units in which such payments Securities are due and payable in accordance with the terms of this Indenture and of the Securities of such seriespayable; 403, 501and
(fii) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(ha) no Event of Default or event which (including such deposit) which, with notice or lapse of time time, would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit deposit, and (b) no Event of Default as defined in Section 6.01(D) or during Section 6.01(E), or event which with notice or lapse of time or both would become an Event of Default under either such Section, shall have occurred within 90 days after the period ending on the 91st day after date of such datedeposit;
(iC) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from(or, or there has been published byif applicable, the Internal Revenue Service a ruling Guarantor) has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to the effect that Holders of be applicable to the Securities of such series series. Any deposits with the Trustee referred to in clause (B)(i) above will not recognize income, gain or loss for Federal income tax purposes as a result be made under the terms of an escrow trust agreement in form and substance reasonably satisfactory to the Trustee. If any Outstanding Securities of such depositseries are to be redeemed prior to their Stated Maturity, defeasance whether pursuant to any mandatory redemption provisions or in accordance with any mandatory sinking fund requirement, the applicable escrow trust agreement will provide therefor and discharge and the Company will be subject to Federal income tax on make arrangements for the same amount and giving of notice of redemption by the Trustee in the same manner name, and at the same timesexpense, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVECompany.
Appears in 1 contract
Samples: Indenture (Lilly Eli & Co)
Satisfaction. Discharge and Defeasance of Securities of Any Series. (1) The Company Corporation shall be deemed to have paid fully paid, satisfied and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (outstanding Notes and the Trustee, at the expense of the CompanyCorporation, shall at Company Request execute and deliver proper instruments acknowledging the same)full payment, except as tosatisfaction and discharge of such Notes, when:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k) if the Company Corporation has deposited or caused to be deposited with the Trustee as trust funds or property in trust for the purpose of making payment on such Notes, an amount in money sufficient to pay, satisfy and discharge the entire amount of principal of, and interest, if any, to maturity, or U.S. any repayment date, or any Liquidity Event Purchase Date, or upon conversion or otherwise as the case may be, of such Notes;
(b) the Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such Notes such amount in Canadian dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government Obligations of Canada as will be sufficient to pay and discharge the entire amount of principal of, and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Notes; or
(c) all Notes authenticated and delivered (other than (A) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.6 and (B) Notes for whose payment has been deposited in trust and thereafter repaid to the Corporation have been delivered to the Trustee for cancellation); so long as in any such event:
(d) the Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable or which may be payable with respect to all of such Notes (together with all applicable expenses of the Trustee in connection with the payment of such Notes); and
(e) the Corporation has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Notes have been complied with. Any deposits with the Trustee referred to in this Section 8.4 shall be irrevocable, subject to Section 8.5, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal of (and premium, if any) and interest on the Outstanding Securities Notes being satisfied.
(2) Upon the satisfaction of a series the conditions set forth in this Section 8.4 with respect to all the outstanding Notes, the terms and conditions of the Notes, including a Redemption Date the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and Article 4 and the provisions of Article 1 pertaining to Article 2 and Article 4) shall no longer be binding upon or applicable to the Corporation.
(3) Any funds or obligations deposited with the Trustee pursuant to subparagraph (e) hereofthis Section 8.4, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to denominated in the currency or denomination of the Notes in respect of which such deposit is made.
(4) If the Trustee on is unable to apply any money or prior securities in accordance with this Section 8.4, by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation’s obligations under this Indenture and the affected Notes shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 8.4, until such time as the date of deposit of Trustee is permitted to apply all such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date securities in accordance with this Section 1104. ARTICLE FIVE8.4, provided that if the Corporation has made any payment in respect of principal of, or interest on Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the holders of such Notes to receive such payment from the money or securities held by the Trustee.
Appears in 1 contract
Samples: Indenture (Sundial Growers Inc.)
Satisfaction. Discharge and Defeasance of Securities of Any Series. The .
(a) Unless pursuant to Section 202 or Section 301, as the case may be, provision is made that this Section shall not be applicable to Securities and Coupons, if any, of any series, at the Company's option, either:
(i) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereofCoupons, and the provisions of this Indentureif any, as it relates to such Outstanding Securities of such series, shall no longer be in effect or (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(aii) the rights of Holders of Securities Company will cease to be under any obligation with respect to such series to comply with any term, provision or condition set forth in (x) Sections 901, 902, 1104 and 1105 or (y) the instrument or instruments setting forth the terms, provisions or conditions of such series pursuant to receiveSection 202 or Section 301, from as the trust funds described case may be (provided, in subparagraph the case of this subclause (e) hereofy), (i) payment of the principal of (and premiumthat such instrument or instruments specify which terms, provisions or conditions, if any, are subject to this clause (a)(ii) and each installment that no such instrument may specify that the Company may cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of principal of 403 "Discharged").
(b) A Discharge pursuant to clause (a)(i) above shall be effective with respect to the Securities and premiumCoupons, if any) or interest on the Outstanding Securities , of such series on the Stated Maturity of such principal or installment of principal or interest or to first day after the applicable conditions set forth below in (i) and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and either (ii) or (iii) have been satisfied, and the benefit of any mandatory sinking fund payments applicable Company's release from its obligations to comply with certain obligations with respect to such series pursuant to clause (a)(ii) above shall be effective with respect to the Securities and Coupons, if any, of such series on the first day on which such payments are due after the applicable conditions set forth below in (i) and payable in accordance with the terms of this Indenture and the Securities of such series;
either (bii) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph or (kiii) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(ei) the Company has has: (A) paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series (in addition to any required under clause (b)(ii) or (b)(iii)); and (B) delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with;
(ii) (A) the Company shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, series (i1) money in an amountamount (in such currency, currencies or (ii) currency unit or units in which any Outstanding Securities and Coupons, if Securities any, of such series are not subject to repayment at payable) or (2) in the option case of HoldersSecurities and Coupons, (A) if any, denominated in Dollars, U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide provide, not later than one day before the due date of any payment referred to in clause of principal (xincluding any premium) or (y) and interest, if any, under the Securities and Coupons, if any, of this subparagraph (e) such series, money in an amount or (B3) a combination thereofof (1) and (2), sufficientwhich in any case of clauses (1), (2) and (3) is sufficient (in the opinion with respect to (2) and (3) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the each installment of principal of (and including premium, if any) , on), and each installment of principal (and premiuminterest, if any) and interest on , on, the Outstanding Securities and Coupons, if any, of such series on the Stated Maturity dates such installments of such principal or installment of principal or interest or to and including principal are due, in the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on currency, currencies or currency unit or units, in which such payments Securities and Coupons, if any, are due and payable in accordance with the terms of this Indenture and of the Securities of such seriespayable; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(hB)(1) no Event of Default or event (including such deposit) which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit deposit, and (2) no Event of Default as defined in clause (5) or during (6) of Section 601, or event which with notice or lapse of time or both would become an Event of Default under either such clause, shall have occurred within 91 days after the period ending on the 91st day after date of such date;
deposit; (iC) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 503 and will be subject to Federal income tax on in the same amount and amount, in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge option had not occurred;
been exercised; and (jD) if the Securities of such series are then listed on the New York Stock Exchange, the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating Counsel to the defeasance contemplated by effect that such Securities will not be delisted as the result of the Company's exercise of its option under this Section have been complied with503; and
(kiii) if the Company has deposited properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 202 or caused Section 301, as the case may be, to be deposited money or U.S. Government Obligations applicable to pay or discharge the principal of (Securities and premiumCoupons, if any, of such series.
(c) Any deposits with the Trustee referred to in clause (b)(ii)(A) above will be made under the terms of an escrow trust agreement in form and interest on substance satisfactory to the Trustee. If any Outstanding Securities and Coupons, if any, of a such series are to and including a Redemption Date be redeemed prior to their Stated Maturity, whether pursuant to subparagraph (e) hereofany mandatory redemption provisions or in accordance with any mandatory sinking fund requirement, such Redemption Date shall be irrevocably designated the applicable escrow trust agreement will provide therefor and the Company will make arrangements for the giving of notice of redemption by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name name, and at the expense expense, of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVECompany.
Appears in 1 contract
Samples: Indenture (Polaroid Corp)
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The Company shall be deemed to have paid and discharged Discharged the entire indebtedness Indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on of which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, hereof and if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Sections 1101, 1104 and 11061106 hereof as they apply to such Redemption Date;
(c) the Company's obligations with respect to the Trustee under Section 607607 hereof; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e1) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money money, in the currency or units of currency in which such Securities are payable, in an amount, or (ii) (except as provided in a supplemental indenture or Board Resolution with respect to such series) if Securities of such series are not subject to repayment repurchase at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e1) money in an amount or (B) a combination thereof, in each case sufficient, in the opinion report of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which the Trustee shall be instructed to apply to pay and discharge, (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g2) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof;
(h3) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i4) the Company has delivered to the Trustee an Officers' Certificate unqualified opinion, in form and an Opinion substance reasonably acceptable to the Trustee, of Counsel independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that (i) Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such the deposit, defeasance and discharge discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service and will be subject to Federal income tax on (ii) the same amount and in defeasance trust is not, or is registered as, an investment company under the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act of 1940;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k5) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE1104 hereof; and
(6) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied with.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any Seriesthe --------------------------------------------- Securities. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph paragraph (e1) hereofbelow, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, Indenture shall no longer be in effect (in respect of the Securities, and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities satisfaction and discharge of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchangeindebtedness; provided that, that the following conditions shall -------- have been satisfied:
(e1) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee irrevocably as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, with reference to this Section 8.1, (ia) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (Ab) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (Bc) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and entire indebtedness on all the Securities for principal, premium, if any) , and each installment interest, if any, to the maturity date of principal (and the Securities as such principal, premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal , or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are becomes due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundSecurities;
(g2) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange Company has paid or other securities exchange caused to be delisted as a result thereof;paid all other sums payable hereunder by the Company in connection with all of the Securities, including all fees and expenses of the Trustee; and
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of CounselCertificate, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by satisfaction and discharge of the entire Indebtedness on the Securities and the discharge of this Section Indenture and the termination of the Company's obligations hereunder have been complied with; and
(k) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any Series. The If this Section is specified, as contemplated by Section 3.01, to be applicable to Securities and Coupons, if any, of any series, at the Company's option, either (a) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or (b) the entire indebtedness on all Company will cease to be under any obligation to comply with any term, provision or condition set forth in (i) Article Eight and or (ii) the Outstanding terms, provisions or conditions of such series specified pursuant to Section 3.01 (provided, however, that the Company may not cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of "Discharged"), if, in the case of (a) and (b), with respect to the Securities and Coupons, if any, of any such series on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (ex) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect either (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the samey) or (z) have been satisfied: (x), except as to:
(a1) the rights of Holders of Securities of such series Company has paid or caused to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and be paid all other sums payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust Outstanding Securities and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 andCoupons, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereofany, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused in addition to be irrevocably deposited any required under (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (xy) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof z)); and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j2) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; andand (y)
(k1) if the Company has shall have deposited or caused to be deposited money irrevocably with the Trustee as a trust fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series (i) an amount (in such currency or currency unit in which the Outstanding Securities and Coupons, if any, of such series are payable) or (ii) U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than the due date of any payment of principal (including any premium) and interest, if any, under the Securities and Coupons, if any, of such series, money in an amount or (iii) a combination of (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay or and discharge the each installment of principal of (including any premium), and premiuminterest, if any) and interest on , on, the Outstanding Securities and Coupons, if any, of a such series to on the dates such installments of interest or principal are due; (2)
(i) no Event of Default or event (including such deposit) which with notice or lapse of time or both would become an Event of Default shall have occurred and including a Redemption Date pursuant to subparagraph be continuing on the date of such deposit, (eii) hereofno Event of Default as defined in clause (5) or (6) of Section 6.01, or event which with notice or lapse of time or both would become an Event of Default under either such Redemption Date clause, shall be irrevocably designated by a Board Resolution have occurred within 90 days after the date of such deposit and (iii) such deposit and the related intended consequence under (a) or (b) will not result in any default or event of default under any material indenture, agreement or other instrument binding upon the Company or any Subsidiary or any of their properties; and (3) the Company shall have delivered to the Trustee on an Opinion of Counsel to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 5.03 and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such option had not been exercised; or (z) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities and Coupons, if any, of such series. Any deposits with the Trustee referred to in clause (y)(1) above will be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Securities and Coupons, if any, of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any mandatary redemption provisions or in accordance with any mandatory sinking fund requirement, the date applicable escrow trust agreement will provide therefor and the Company will make such arrangements as are satisfactory to the Trustee for the giving of deposit notice of redemption by the Trustee in the name, and at the expense, of the Company. "Discharged" means that the Company will be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities and Coupons, if any, of the series as to which this Section is specified as applicable as aforesaid and to have satisfied all the obligations under this Indenture relating to the Securities and Coupons, if any, of such money or U.S. Government Obligationsseries (and the Trustee, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior Company, will execute proper instruments acknowledging the same), except (A) the rights of Holders thereof to receive, from the trust fund described in clause (y)(1) above, payments of the principal of, premium and the interest, if any, on such Securities and Coupons, if any, when such payments are due, (B) the Company's obligations with respect to such Redemption Date Securities and Coupons, if any, under Sections 3.05 and 3.06 (insofar as applicable to Securities of such series), Article Four (insofar as applicable to Securities of such series), Sections 5.02, 10.02 and 10.03 (last paragraph only) and the Company's obligations to the Trustee under Sections 7.06 and 7.07 and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, will survive such discharge. The Company will reimburse the trust fund for any loss suffered by it as a result of any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or Foreign Government Securities, as the case may be, or any principal, premium or interest paid on such obligations, and, subject to the provisions of Section 7.05, will indemnify the Trustee against any claims made against the Trustee in accordance connection with any such loss. "Foreign Government Securities" as used in Section 11045.03 means, with respect to Securities and Coupons, if any, of any series that are denominated in a Foreign Currency, securities that are (i) direct obligations of the government that issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government (the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of such government) which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof. ARTICLE FIVE"U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specified payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The If pursuant to Section 2.01 provision is made for the defeasance of Securities of a series, then the provisions of this Section 12.02 shall be applicable except as otherwise specified as contemplated by Section 2.01 for Securities of such series. At the Company's option, either (a) the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments 66 59 acknowledging the same)satisfaction and discharge of such indebtedness, except as to:
or (ab) the rights of Holders of Securities of such series Company shall cease to receivebe under any obligation to comply with any term, from the trust funds described in subparagraph provision, condition or covenant specified as contemplated by Section 2.01, when (e1) hereof, either (iA) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the with respect to all Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph series, (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(ei) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, trust for the purpose an amount sufficient to pay and dedicated solely to, discharge the benefit entire indebtedness of the Holders of the Securities of such series, (i) money in an amount, or (ii) if all Outstanding Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of for principal (and premium, if any), interest, if any, and Additional Amounts, if any, to the stated maturity or any redemption date as contemplated by the last paragraph of this Section 12.02, as the case may be; or (ii) the Company has deposited or caused to be deposited with the Trustee as obligations in trust for the purpose such amount of direct noncallable obligations of, or noncallable obligations the payment of principal of and interest on which is fully guaranteed by, the United States of America, or to the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged, maturing as to principal and interest in such amounts and at such times as will, together with the income to accrue thereon (but without reinvesting any proceeds thereof), be sufficient to pay and discharge the entire indebtedness on all Outstanding Securities of such series on for principal (and premium, if any), interest, if any, and Additional Amounts, if any, to the Stated Maturity of such principal stated maturity or installment of principal or interest or to and including the Redemption Date irrevocably designated any redemption date as contemplated by the last paragraph of this Section 12.02, as the case may be; or (B) the Company pursuant has properly fulfilled such other terms and conditions to subparagraph (k) hereof the satisfaction and (y) any mandatory sinking fund payments discharge as are specified, as contemplated by Section 2.01, as applicable to the Securities of such series on series; and (2) the day on which such payments are due and Company has paid or caused to be paid all other sums payable in accordance with respect to the terms of this Indenture and of the Outstanding Securities of such series; 403, 501
and (f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities of any such series have been complied with; and
(k. Any deposits with the Trustee referred to in Section 12.02(1)(A) if above shall be irrevocable and shall be made under the Company has deposited or caused terms of an escrow trust agreement in form and substance satisfactory to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest on the Trustee. If any Outstanding Securities of a such series are to and including a Redemption Date be redeemed prior to their stated maturity, whether pursuant to subparagraph (e) hereofany optional redemption provisions or in accordance with any mandatory sinking fund requirement 67 60 or otherwise, the applicable escrow trust agreement shall provide therefor and the Company shall make such Redemption Date shall be irrevocably designated by a Board Resolution delivered arrangements as are satisfactory to the Trustee on or prior to for the date giving of deposit notice of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied redemption by an irrevocable Company Request that the Trustee give notice of such redemption in the name name, and at the expense expense, of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVECompany.
Appears in 1 contract
Samples: Indenture (Trinova Corp)
Satisfaction. Discharge and Defeasance of Securities of Any Seriesthe Securities. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph paragraph (e1) hereofbelow, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, Indenture shall no longer be in effect (in respect of the Securities, and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities satisfaction and discharge of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchangeindebtedness; provided that, that the following conditions shall have been satisfied:
(e1) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee irrevocably as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such seriesSecurities, with reference to this Section 8.1, (ia) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (Ab) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (Bc) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and entire indebtedness on all the Securities for principal, premium, if any) , and each installment interest, if any, to the maturity date of principal (and the Securities as such principal, premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal , or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are becomes due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is boundSecurities;
(g2) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange Company has paid or other securities exchange caused to be delisted as a result thereof;paid all other sums payable hereunder by the Company in connection with all of the Securities, including all fees and expenses of the Trustee; and
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of CounselCertificate, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by satisfaction and discharge of the entire Indebtedness on the Securities and the discharge of this Section Indenture and the termination of the Company's obligations hereunder have been complied with; and
(k) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE.
Appears in 1 contract
Samples: Indenture (Rent Way Inc)
Satisfaction. Discharge and Defeasance of Securities of Any Series. any Series The Company shall be deemed to have paid and discharged Discharged the entire indebtedness Indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e1) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on of which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, hereof and if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Sections 1101, 1104 and 11061106 hereof as they apply to such Redemption Date;
(c) the Company's obligations with respect to the Trustee under Section 607607 hereof; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:;
(e1) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money money, in the currency or units of currency in which such Securities are payable, in an amount, or (ii) (except as provided in a supplemental indenture or Board Resolution with respect to such series) if Securities of such series are not subject to repayment repurchase at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e1) money in an amount or (B) a combination thereof, in each case sufficient, in the opinion report of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which the Trustee shall be instructed to apply to pay and discharge, (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g2) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof;
(h3) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i4) the Company has delivered to the Trustee an Officers' Certificate unqualified opinion, in form and an Opinion substance reasonably acceptable to the Trustee, of Counsel independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that (i) Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such the deposit, defeasance and discharge discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service and will be subject to Federal income tax on (ii) the same amount and in defeasance trust is not, or is registered as, an investment company under the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act of 1940;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k5) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE1104 hereof; and
(6) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied with.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any Series. (a) The Company Corporation shall be deemed to have paid fully paid, satisfied and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall at Company Request execute and deliver proper instruments acknowledging the same)full payment, except as tosatisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures, either:
(ai) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company Corporation has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds or property in trusttrust for the purpose of making payment on such Debentures, specifically pledged as security foran amount in money, sufficient to pay, satisfy and discharge the entire amount of principal, premium (such premium to be no less than 130% of the principal amount of such Debentures, or 115% of the principal amount of such Debentures if the deposit is being made after July 21, 2020), and dedicated solely tointerest, if any, to maturity or any repayment date or Redemption Dates, as the benefit of the Holders of the Securities case may be, of such series, (i) money in an amount, or Debentures; or
(ii) if Securities the Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such series Debentures such amount in United States dollars of direct obligations of, or obligations the principal and interest of which are not subject guaranteed by, the Government of the United States of America as will, together with the income to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest accrue thereon and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination reinvestment thereof, sufficient, be sufficient in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge the entire amount of principal and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Debentures; and in either event:
(xiii) the principal of (and premiumCorporation has paid, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal caused to be paid or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable made provisions to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and satisfaction of the Securities Trustee for the payment of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any all other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default sums payable with respect to the Securities all of such series shall have occurred and be continuing on Debentures (together with all applicable expenses of the date Trustee in connection with the payment of such deposit or during the period ending on the 91st day after such date;Debentures); and
(iiv) the Company Corporation has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section payment, satisfaction and discharge of all such Debentures have been complied with; and
(k) if . Any deposits with the Company has deposited or caused Trustee referred to in this Section 8.5 shall be deposited money or U.S. Government Obligations irrevocable, subject to pay or discharge Section 8.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal of (of, and interest and premium, if any) and interest , on the Outstanding Securities Debentures being satisfied.
(b) Upon the satisfaction of a series the conditions set forth in this Section 8.5 with respect to all the outstanding Debentures, the terms and conditions of the Debentures, including a Redemption Date the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2, Article 4, Article 5 and Sections 7.5 and 14.15 and the provisions of Article 1 pertaining to the foregoing provisions and this Section 8.5) shall no longer be binding upon or applicable to the Corporation.
(c) Any funds or obligations deposited with the Trustee pursuant to subparagraph (e) hereof, such Redemption Date this Section 8.5 shall be irrevocably designated by a Board Resolution delivered to denominated in the currency or denomination of the Debentures in respect of which such deposit is made.
(d) If the Trustee on is unable to apply any money or prior securities in accordance with this Section 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation’s obligations under this Indenture and the Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 8.5 until such time as the date of deposit of Trustee is permitted to apply all such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date securities in accordance with this Section 1104. ARTICLE FIVE8.5, provided that if the Corporation has made any payment in respect of principal, premium or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.
Appears in 1 contract
Samples: Trust Indenture (NexGen Energy Ltd.)
Satisfaction. Discharge and Defeasance of Securities of Any Series. The If this Section is specified, as contemplated by Section 3.01, to be applicable to Securities and Coupons, if any, of any series, at the Company's option, either (a) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or (b) the entire indebtedness on all Company will cease to be under any obligation to comply with any term, provision or condition set forth in (i) Article VIII and Sections 10.09, 10.10 and 10.11 or (ii) the Outstanding terms, provisions or conditions of such series specified pursuant to Section 3.01 (provided, however, that the Company may not cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of "Discharged"), if, in the case of (a) and (b), with respect to the Securities and Coupons, if any, of any such series on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (ex) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect either (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the samey) or (z) have been satisfied: (x), except as to:
(a1) the rights of Holders of Securities of such series Company has paid or caused to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and be paid all other sums payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust Outstanding Securities and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 andCoupons, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereofany, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused in addition to be irrevocably deposited any required under (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (xy) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof z)); and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j2) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; andand (y)
(k1) if the Company has shall have deposited or caused to be deposited money irrevocably with the Trustee as a trust fund specifically pledged as security for (on a first-priority perfected basis), and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series (i) an amount (in such currency or currency unit in which the Outstanding Securities and Coupons, if any, of such series are payable) or (ii) U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency and if so specified pursuant to Section 3.01, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than the due date of any payment of principal (including any premium) and interest, if any, under the Securities and Coupons, if any, of such series, money in an amount or (iii) a combination of (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay or and discharge the each installment of principal of (including any premium), and premiuminterest, if any) and interest on , on, the Outstanding Securities and Coupons, if any, of a such series to on the dates such installments of interest or principal are due; (2)
(i) no Event of Default or event (including such deposit) which with notice or lapse of time or both would become an Event of Default shall have occurred and including a Redemption Date pursuant to subparagraph be continuing on the date of such deposit, (eii) hereofno Event of Default as defined in clause (5) or (6) of Section 6.01, or event which with notice or lapse of time or both would become an Event of Default under either such Redemption Date clause, shall be irrevocably designated by a Board Resolution have occurred within 90 days after the date of such deposit and (iii) such deposit and the related intended consequence under (a) or (b) will not result in any default or event of default under any material indenture, agreement or other instrument binding upon the Company or any Subsidiary or any of their properties; (3) the Company shall have delivered to the Trustee on an Opinion of Counsel to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 5.03 and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such option had not been exercised; and (4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that if the deposit referred to in paragraph (y)(1) above shall include U.S. Government Obligations or Foreign Government Securities, such deposit shall not result in the Company, the Trustee or such trust being regulated as an "investment company" under the Investment Company Act of 1940; or (z) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities and Coupons, if any, of such series. Any deposits with the Trustee referred to in clause (y)(1) above will be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Securities and Coupons, if any, of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any mandatary redemption provisions or in accordance with any mandatory sinking fund requirement, the date applicable escrow trust agreement will provide therefor and the Company will make such arrangements as are satisfactory to the Trustee for the giving of deposit notice of redemption by the Trustee in the name, and at the expense, of the Company. "Discharged" means that the Company will be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities and Coupons, if any, of the series as to which this Section is specified as applicable as aforesaid and to have satisfied all the obligations under this Indenture relating to the Securities and Coupons, if any, of such money or U.S. Government Obligationsseries (and the Trustee, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior Company, will execute proper instruments acknowledging the same), except (A) the rights of Holders thereof to receive, from the trust fund described in clause (y)(1) above, payments of the principal of, premium and the interest, if any, on such Securities and Coupons, if any, when such payments are due, (B) the Company's obligations with respect to such Redemption Date Securities and Coupons, if any, under Sections 3.05 and 3.06 (insofar as applicable to Securities of such series), Article IV (insofar as applicable to Securities of such series), Sections 5.02, 10.02 and 10.03 (last paragraph only) and the Company's obligations to the Trustee under Sections 7.05, 7.06 and 7.07 and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, will survive such discharge. The Company will reimburse the trust fund for any loss suffered by it as a result of any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or Foreign Government Securities, as the case may be, or any principal, premium or interest paid on such obligations, and, subject to the provisions of Section 7.05, will indemnify the Trustee against any claims made against the Trustee in accordance connection with any such loss. "Foreign Government Securities" as used in Section 11045.03 means, with respect to Securities and Coupons, if any, of any series that are denominated in a Foreign Currency, securities that are (i) direct obligations of the government that issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government (the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of such government) which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof. "U.S. Government Obligations" means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specified payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. ARTICLE FIVEVI REMEDIES SECTION 6.01
Appears in 1 contract
Samples: Senior Debt Indenture (Hasbro Inc)
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The Company shall be deemed to have paid and discharged Discharged the entire indebtedness Indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e1) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on of which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, hereof and if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Sections 1101, 1104 and 11061106 hereof as they apply to such Redemption Date;
(c) the Company's obligations with respect to the Trustee under Section 607607 hereof; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e1) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money money, in the currency or units of currency in which such Securities are payable, in an amount, or (ii) (except as provided in a supplemental indenture or Board Resolution with respect to such series) if Securities of such series are not subject to repayment repurchase at the option of HoldersHolders and if such Securities are payable in U.S. Dollars, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e1) money in an amount or (B) a combination thereof, in each case sufficient, in the opinion report of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which the Trustee shall be instructed to apply to pay and discharge, (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g2) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof;
(h3) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit;
(i4) the Company has delivered to the Trustee an Officers' Certificate unqualified opinion, in form and an Opinion substance reasonably acceptable to the Trustee, of Counsel independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that (i) Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such the deposit, defeasance and discharge discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service and will be subject to Federal income tax on (ii) the same amount and in defeasance trust is not, or is registered as, an investment company under the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act of 1940;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k5) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE1104 hereof; and
(6) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied with.
Appears in 1 contract
Samples: Indenture (Energy East Corp)
Satisfaction. Discharge and Defeasance of Securities of Any Series. (a) The Company Corporation shall be deemed to have paid fully paid, satisfied and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall at Company Request execute and deliver proper instruments acknowledging the same)full payment, except as tosatisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures, either:
(ai) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company Corporation has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds or property in trusttrust for the purpose of making payment on such Debentures, specifically pledged as security foran amount in money, sufficient to pay, satisfy and discharge the entire amount of principal, premium (such premium to be no less than 130% of the principal amount of such Debentures, or 115% of the principal amount of such Debentures if the deposit is being made after September 22, 2026), and dedicated solely tointerest, if any, to maturity or any repayment date or Redemption Dates, as the benefit of the Holders of the Securities case may be, of such series, (i) money in an amount, or Debentures; or
(ii) if Securities the Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such series Debentures such amount in United States dollars of direct obligations of, or obligations the principal and interest of which are not subject guaranteed by, the Government of the United States of America as will, together with the income to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest accrue thereon and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination reinvestment thereof, sufficient, be sufficient in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge the entire amount of principal and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Debentures; and in either event:
(xiii) the principal of (and premiumCorporation has paid, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal caused to be paid or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable made provisions to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and satisfaction of the Securities Trustee for the payment of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any all other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default sums payable with respect to the Securities all of such series shall have occurred and be continuing on Debentures (together with all applicable expenses of the date Trustee in connection with the payment of such deposit or during the period ending on the 91st day after such date;Debentures); and
(iiv) the Company Corporation has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section payment, satisfaction and discharge of all such Debentures have been complied with; and
(k) if . Any deposits with the Company has deposited or caused Trustee referred to in this Section 8.5 shall be deposited money or U.S. Government Obligations irrevocable, subject to pay or discharge Section 8.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal of (of, and interest and premium, if any) and interest , on the Outstanding Securities Debentures being satisfied.
(b) Upon the satisfaction of a series the conditions set forth in this Section 8.5 with respect to all the outstanding Debentures, the terms and conditions of the Debentures, including a Redemption Date the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2, Article 4, Article 5 and Sections 7.5 and 14.15 and the provisions of Article 1 pertaining to the foregoing provisions and this Section 8.5) shall no longer be binding upon or applicable to the Corporation.
(c) Any funds or obligations deposited with the Trustee pursuant to subparagraph (e) hereof, such Redemption Date this Section 8.5 shall be irrevocably designated by a Board Resolution delivered to denominated in the currency or denomination of the Debentures in respect of which such deposit is made.
(d) If the Trustee on is unable to apply any money or prior securities in accordance with this Section 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation’s obligations under this Indenture and the Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 8.5 until such time as the date of deposit of Trustee is permitted to apply all such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date securities in accordance with this Section 1104. ARTICLE FIVE8.5, provided that if the Corporation has made any payment in respect of principal, premium or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.
Appears in 1 contract
Samples: Trust Indenture (NexGen Energy Ltd.)
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The Company and, in the case of Guaranteed Securities, the Guarantor shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series and, in the case of Guaranteed Securities, the Guarantees, respectively, on the 91st day after the date of the deposit referred to in subparagraph (ea) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such seriesseries and, in the case of Guaranteed Securities, the Guarantees, respectively, shall no longer be in effect (and the TrusteeTrustee for the Securities of such series, at the expense of the CompanyCompany or, in the case of Guaranteed Securities, the Guarantor, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a1) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (ea) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ke) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b2) the Company's obligations with respect to such Securities of such series under Sections 305, 306, and 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ke) hereof, Sections 1101, 1104 and 11061106 as they apply to such Redemption Date;
(c3) the Company's obligations with respect to the Trustee for Securities of such series under Section 607; and
(d4) the rights, powers, trust and immunities of the such Trustee hereunder and the duties of the such Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ke) hereof, Article Eleven and the duty of the such Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(ea) the Company or the Guarantor has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) and the last paragraph of Section 1003) with the such Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repayment repurchase at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (ea) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the such Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ke) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this the Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(gb) the Company or (in the case of Guaranteed Securities) the Guarantor has delivered to such Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof;
(hc) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(id) the Company or (in the case of Guaranteed Securities) the Guarantor has delivered to the such Trustee an Officers' Certificate and an Opinion of Counsel in the U.S. to the effect that the Company or (in the case of Guaranteed Securities) the Guarantor has received from, or there has been published by, by the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withdischarge; and
(ke) if the Company or the Guarantor has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution of the Company delivered to the such Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the such Trustee give notice of such redemption in the name and at the expense of the Company not or (in the case of Guaranteed Securities) the Guarantor and less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE.
Appears in 1 contract
Samples: Indenture (Ingersoll Rand Co LTD)
Satisfaction. Discharge and Defeasance of Securities of Any Series. The Company Corporation shall be deemed to have paid fully paid, satisfied and discharged the entire indebtedness on all the Outstanding Securities outstanding Debentures of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the CompanyCorporation, shall at Company Request execute and deliver proper instruments acknowledging the same)full payment, except as tosatisfaction and discharge of the Debentures, when, with respect to all outstanding Debentures of any series, either:
(a) the rights Corporation has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of Holders of Securities making payment on the Debentures of such series series, an amount sufficient to receivepay, from satisfy and discharge the trust funds described in subparagraph (e) hereofentire amount of principal, (i) payment of the principal of (and premium, if any) , and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities maturity date or any repayment date or redemption dates, as the case may be, of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities outstanding Debentures of such series;; or
(b) the Company's obligations Corporation has deposited or caused to be deposited with respect to such Securities the Trustee as trust property in trust for the purpose of making payment on the Debentures of such series under Sections 305series, 306such amount of direct obligations of, 1002 or obligations the principal and 1003 andinterest of which are guaranteed by, if the Company shall have irrevocably designated Government of Canada or a Redemption Date pursuant province thereof, as will, together with the income to subparagraph (k) hereofaccrue thereon and reinvestment thereof, Sections 1101be sufficient to pay and discharge the entire amount of principal and accrued and unpaid interest to the maturity date or any repayment date, 1104 as the case may be, of the outstanding Debentures of such series; and 1106;in either event:
(c) the Company's obligations Corporation has paid, caused to be paid or made provisions to the satisfaction of the Trustee for the payment of all other sums payable with respect to the Trustee under Section 607outstanding Debentures of such series; and
(d) the rights, powers, trust and immunities Corporation has delivered to the Trustee a Certificate of the Trustee hereunder Corporation stating that all conditions precedent herein provided relating to the payment, satisfaction and the duties discharge of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities outstanding Debentures of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) complied with. Any deposits with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) this Section 7.5 shall, subject to Section 7.3, be irrevocable and shall be made under the terms of this subparagraph (e) money an escrow and/or trust agreement in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered form and substance satisfactory to the Trustee, to pay Trustee and discharge (x) which provides for the due and punctual payment of the principal of (of, and interest and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities series of such series on Debentures being satisfied. Upon the Stated Maturity satisfaction of such principal or installment the conditions set forth in this Section 7.5 with respect to all the outstanding Debentures, the terms and conditions of principal or interest or to and the Debentures, including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof terms and (y) any mandatory sinking fund payments conditions with respect thereto set forth in this Indenture shall no longer be binding upon or applicable to the Securities of such series on the day on which such payments are due and payable in accordance Corporation. Any funds or obligations deposited with the terms of Trustee pursuant to this Indenture and of Section 7.5 shall be denominated in the Securities of such series; 403, 501
(f) such deposit will not result currency in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange Debentures so deemed to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred fully paid, satisfied and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVEdischarged are denominated.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The Company shall be deemed to have paid and discharged Discharged the entire indebtedness Indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on of which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 andhereof, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Sections 1101, 1104 and 11061106 hereof as they apply to such Redemption Date;
(c) the Company's obligations with respect to the Trustee under Section 607607 hereof; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e1) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money money, in the currency or units of currency in which such Securities are payable, in an amount, or (ii) (except as provided in a supplemental indenture or Board Resolution with respect to such series) if Securities of such series are not subject to repayment repurchase at the option of Holders, (A) U.S. Government Obligations (denominated in the same currency or units of currency in which such Securities are payable) which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e1) money in an amount or (B) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which the Trustee shall be instructed to apply to pay and discharge, (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g2) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof;
(h3) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i4) the Company has delivered to the Trustee an Officers' Certificate unqualified opinion, in form and an Opinion substance reasonably acceptable to the Trustee, of Counsel independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that (i) Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such the deposit, defeasance and discharge discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service and will be subject to Federal income tax on (ii) the same amount and in defeasance trust is not, or is registered as, an investment company under the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act of 1940;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k5) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE1104 hereof; and
(6) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied with.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The If this Section 11.05 is specified, as contemplated by Section 2.03, to be applicable to Securities of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series on at the 91st day after the date of the deposit referred to in subparagraph (e) hereoftime outstanding, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same)satisfaction, except as to:discharge and defeasance of such indebtedness, when
(a1) the rights of Holders of either
(A) with respect to all Securities of such series to receive, from at the trust funds described in subparagraph (e) hereof, time outstanding,
(i) payment of the principal of (Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on all such Securities for principal, premium, if any) , and each installment of principal of 403 (and interest, on the days on which such principal, premium, if any) , or interest on interest, as the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are case may be, is due and payable in accordance with the terms of this Indenture and such Securities, to the Securities date of such series;maturity or date of redemption thereof as contemplated by the penultimate paragraph of this Section 11.05, as the case may be; or
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(eii) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as obligations in trust funds in trustfor the purpose such amount of non-callable direct obligations of, specifically pledged as security for, or obligations the principal of and dedicated solely tointerest on which are fully guaranteed by, the benefit United States of America as will, together with the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject income to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date accrue thereon without consideration of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination reinvestment thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, be sufficient to pay and discharge (x) the principal of (and entire indebtedness on all such Securities for principal, premium, if any) , and each installment of principal (and interest, on the days on which such principal, premium, if any) and interest on , or interest, as the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are case may be, is due and payable in accordance with the terms of this Indenture and such Securities, to the date of maturity or date of redemption thereof as contemplated by the penultimate paragraph of this Section 11.05, as the case may be; or
(B) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 2.03, to be applicable to the Securities of such series; 403, 501;
(f2) the Company has paid or caused to be paid all other sums payable with respect to the Securities of such series at the time outstanding and all other amounts due under this Indenture with respect to such series;
(3) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h4) no Event of Default or event which with that, after notice or lapse of time or both, would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such datedeposit;
(i5) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or that there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of this Indenture there has been a change in applicable federal income tax law, in either case to the effect that Holders holders of the Securities of such series will not recognize income, gain or loss for Federal federal income tax purposes as a result of such deposit, satisfaction, discharge and defeasance and discharge and will be subject to Federal federal income tax on the same amount amounts and in the same manner and at the same times, as would have been the case if such deposit, satisfaction, discharge and defeasance and discharge had not occurred;; and
(j6) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction, discharge and defeasance contemplated by this Section of the entire indebtedness on all Securities of any such series at the time outstanding have been complied with; and
(k. Any deposits with the Trustee referred to in Section 11.05(1)(A) if above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Securities of such series at the time outstanding are to be redeemed prior to their stated maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, shall make such Redemption Date shall be irrevocably designated by a Board Resolution delivered arrangements as are satisfactory to the Trustee on or prior to for the date giving of deposit notice of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied redemption by an irrevocable Company Request that the Trustee give notice of such redemption in the name name, and at the expense expense, of the Company. Upon the satisfaction of the conditions set forth in this Section 11.05 with respect to all the Securities of any series at the time outstanding, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company, provided that the Company shall not less than 30 nor more than 60 days prior be discharged from any payment obligations in respect of Securities of such series that are deemed not to be outstanding under clause (c) of the definition thereof if such Redemption Date obligations continue to be valid obligations in accordance with this Section 1104. ARTICLE FIVEby reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application.
Appears in 1 contract
Samples: Indenture (Southwest Airlines Co)
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The Unless this Section 6.02 is specified, as contemplated by Section 3.01 hereof, to be inapplicable to Securities of any series, the Company shall shall, notwithstanding Section 6.01 hereof be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series on from and after the 91st ninety-first day after the date of the deposit referred to in subparagraph paragraph (ea) hereofbelow, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect Indenture (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) to the rights of Holders of Outstanding Securities of such series to receive, from the trust funds described in subparagraph paragraph (ea) hereofbelow, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premiuminterest, if any) or interest , on the such Outstanding Securities of such series on the Stated Maturity of such principal principal, premium, if any, or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) interest, if any, the Company's ’s obligations with respect to such Outstanding Securities of such series under Sections 3053.06, 3063.07, 1002 6.05, 12.02 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) 12.03 hereof, Sections 1101as may be applicable to Outstanding Securities of such series, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust trusts, duties, indemnities and immunities of the Trustee hereunder and the duties hereunder) shall no longer be in effect in respect of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Outstanding Securities of such series issued on registration series, and the Trustee, at the expense of transfer or exchange; provided thatthe Company, shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, provided, however, that the following conditions shall have been satisfied:
(ea) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee irrevocably as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the all Outstanding Securities of such series, with reference to this Section 6.02, (i) money in an amount, or (ii) if amount in the currency in which the Securities of such series are not subject to repayment at the option of Holders, denominated or (Aii) U.S. Government Obligations in the case of Securities denominated in Dollars or obligations issued or guaranteed by the government that issued the currency in which the Securities are denominated in the case of Securities denominated in Foreign Currencies, which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the opening of business on the due date of any payment referred to in clause this paragraph (x) or (y) of this subparagraph (e) a), money in an amount in the currency in which the Securities of such series are denominated, or (Biii) a combination thereof, in each case, sufficient, in the opinion of a nationally recognized firm of independent certified registered public accountants expressed in a written certification thereof delivered and addressed to the Trustee, to pay and discharge (x) the entire indebtedness on all Outstanding Securities of such series for principal of (and premium, if any) , and each installment of interest, if any, to the Stated Maturity as such principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal , or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are interest, if any, becomes due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series provided, however, that the Company shall not make or cause to be made the deposit provided by this clause (a) unless the Company shall have occurred and be continuing delivered to the Trustee an Opinion of Counsel to the effect that there will not occur any violation of the Investment Company Act of 1940, as amended, on the date part of the Company, the trust funds representing such deposit or the Trustee as a result of such deposit or during and the period ending on related exercise of the 91st day after such dateCompany’s option under this Section 6.02;
(ib) the Company has paid or caused to be paid all other sums payable hereunder by the Company in connection with the Outstanding Securities of such series, including all amounts due to the Trustee under Section 8.07 for such series;
(c) the Company has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the effect that satisfaction and discharge of the entire indebtedness on all Outstanding securities of such series have been complied with; and
(d) the Company has received from, or there has been published by, delivered to the Internal Revenue Service a ruling Trustee an Opinion of Counsel to the effect that Holders of the Securities of such series will not recognize income, gain or loss on such Securities for Federal federal income tax purposes solely as a result of such deposit, defeasance and discharge and will be subject to Federal federal income tax on the same amount and in the same manner amounts and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any Series. (a) The Company Corporation shall be deemed to have paid fully paid, satisfied and discharged all of the outstanding Notes and the Note Trustee, at the expense of the Corporation, shall execute and deliver proper instruments acknowledging the full payment, satisfaction and discharge of such Notes, when, with respect to all of the outstanding Notes, either:
(i) the Corporation has deposited or caused to be deposited with the Note Trustee as trust funds or property in trust for the purpose of making payment on such Notes, an amount in money or Shares, if applicable, sufficient to pay, satisfy and discharge the entire indebtedness amount of principal, premium, if any, and interest, if any, to maturity or any repayment date or Redemption Dates or any Change of Control Purchase Date or upon conversion or otherwise, as the case may be, of such Notes (including the maximum amount of Shares that may be payable as Make-Whole Premium); or
(ii) the Corporation has deposited or caused to be deposited with the Note Trustee as property in trust for the purpose of making payment on such Notes such amount in United States dollars of direct obligations of, or obligations the principal and interest of which are guaranteed by, the Government of Canada or Shares, if applicable or as will be sufficient to pay and discharge the entire amount of principal, premium, if any, and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Notes;
(iii) the Outstanding Securities Corporation has paid, caused to be paid or made provisions to the satisfaction of any series the Note Trustee for the payment of all other sums payable or which may be payable (including the maximum number of Shares that may be payable as Make-Whole Premium) with respect to all of such Notes (together with all applicable expenses of the Note Trustee in connection with the payment of such Notes);
(iv) the Corporation has delivered to the Note Trustee an Officer’s Certificate and an opinion of Counsel stating that all conditions precedent herein provided relating to the payment, satisfaction and discharge of all such Notes have been complied with;
(v) no Event of Default shall have occurred and be continuing on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such seriesSection 8.5;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(fvi) such deposit will release does not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company Corporation is a party or by which it the Corporation is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(kvii) if the Company has deposited Corporation shall have delivered to the Note Trustee an Officer’s Certificate stating that the deposit referred to in this Section 8.5 was not made by the Corporation with the intent of preferring the Noteholders over the other creditors of the Corporation or caused with the intent of defeating, hindering, delaying or defrauding creditors of the Corporation or others. Any deposits with the Note Trustee referred to in this Section 8.5 shall be deposited money or U.S. Government Obligations irrevocable, subject to pay or discharge Section 8.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Note Trustee and the Corporation and which provides for the due and punctual payment of the principal of (of, and interest and premium, if any) and interest , on the Outstanding Securities Notes being satisfied.
(b) Upon the satisfaction of a series the conditions set out in this Section 8.5 with respect to all the outstanding Notes, the terms and conditions of the Notes, including a Redemption Date the terms and conditions with respect thereto set out in this Indenture (other than those contained in Article 2, Article 4 and Article 6 and Section 7.4 and the provisions of Article 1 pertaining to the foregoing provisions) shall no longer be binding upon or applicable to the Corporation.
(c) Any funds or obligations deposited with the Note Trustee pursuant to subparagraph (e) hereof, such Redemption Date this Section 8.5 shall be irrevocably designated denominated in the currency or denomination of the Notes in respect of which such deposit is made.
(d) If the Note Trustee is unable to apply any money or securities in accordance with this Section 8.5 by a Board Resolution delivered reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation’s and Guarantor’s obligations under this Indenture and the affected Notes shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 8.5 until such time as the Note Trustee on or prior is permitted to the date of deposit of apply all such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date securities in accordance with this Section 1104. ARTICLE FIVE8.5, provided that if the Corporation has made any payment in respect of principal, premium or interest on Notes or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the holders of such Notes to receive such payment from the money or securities held by the Note Trustee.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The ------------------------------------------------------------------ Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2.20, to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding outstanding Securities of any series such Series on the 91st day after the date of the deposit referred to in subparagraph (ed) hereof, and the provisions of this Indenture, as it relates to such Outstanding outstanding Securities of any such seriesSeries, shall no longer be in effect (and the Trustee, at the expense of the Company, shall shall, at Company Request Request, execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series Series to receive, from the trust funds described in subparagraph (ed) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding outstanding Securities of such series Series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such seriesSeries;
(b) the Company's obligations with respect to such Securities of such series Series under Sections 3052.4, 306, 1002 2.7 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 6072.8; and
(dc) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven 8.2 and the duty of the Trustee to authenticate Securities of such series Series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(ed) the Company has shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trusttrust for the purpose of making the following payments, specifically pledged as security for, for and dedicated solely to, to the benefit of the Holders of such Securities (i) in the case of Securities of such seriesSeries denominated in Dollars, cash in Dollars (ior such other money or currencies as shall then be legal tender in the United States) money in an amountand/or U.S. Government Obligations, or (ii) if in the case of Securities of such series are not subject to repayment at Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Securities in the option of Holderssame Foreign Currency, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof thereof, in accordance with their terms terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in money, an amount or (B) a combination thereofin cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal principal, (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to or analogous payments) of and any interest on all the Securities of such series Series on the day on which dates such payments installments of interest or principal are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501due;
(fe) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(gf) such provision would not cause any Outstanding outstanding Securities of such series Series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(hg) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series Series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(ih) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that that, and based thereon such opinion shall confirm that, the Holders of the Securities of such series Series will not recognize income, gain or loss for Federal income tax purposes as a result of such depositdeposits, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge had not occurred;
(i) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and
(j) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE.
Appears in 1 contract
Samples: Indenture (Mattel Inc /De/)
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (ef) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (ef) hereof, (i) payment of the principal of (and premium, if any) and each installment instalment of principal of 403 (and premium, if any) or interest interest, if any, on the Outstanding Out- standing Securities of such series on the Stated Maturity of such principal or installment instalment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ki) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 3053.5, 3063.6, 1002 and 1003 10.2 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ki) hereof, Sections 110111.1, 1104 11.4 and 110611.6 as they apply to such Redemption Date;
(c) the Company's obligations with respect to the Trustee under Section 607; and6.7;
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 4.2 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ki) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; and
(e) the provisions of Section 4.4; provided that, the following conditions shall have been satisfied:
(ef) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 4024.2(c) and the last paragraph of Section 10.3) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repayment repurchase at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (ef) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment instalment of principal (and premium, if any) and interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment instalment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ki) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would the Company has delivered to the Trustee an Opinion of Counsel to the effect that the taking of the actions referred to in subparagraph (f) hereofwould not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withdischarge; and
(kj) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE11.4.
Appears in 1 contract
Samples: Indenture (Ingersoll Rand Co)
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (ef) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (ef) hereof, (i) payment of the principal of (and premium, if any) and each installment instalment of principal of 403 (and premium, if any) or interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment instalment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ki) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 3053.5, 3063.6, 1002 and 1003 10.2 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ki) hereof, Sections 110111.1, 1104 11.4 and 110611.6 as they apply to such Redemption Date;
(c) the Company's obligations with respect to the Trustee under Section 607; and6.7;
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 4.2 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ki) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; and
(e) the provisions of Section 4.4; provided that, the following conditions shall have been satisfied:
(ef) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 4024.2(c) and the last paragraph of Section 10.3) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) (except as provided in a supplemental indenture with respect to such series) if Securities of such series are not subject to repayment repurchase at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (ef) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment instalment of principal (and premium, if any) and interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment instalment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ki) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision the Company has delivered to the Trustee an Opinion of Counsel to the effect that the taking of the actions referred to in subparagraph (f) hereof would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withdischarge; and
(kj) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE11.4.
Appears in 1 contract
Samples: Indenture (Ingersoll Rand Co)
Satisfaction. Discharge and Defeasance of Securities of Any Series. The If this Section 4.03 is specified, as contemplated by Section 3.01, to be applicable to the Securities of any series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Securities of any such series on at the 91st day after time Outstanding, and, upon Company Request, the date of Trustee for the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments supplied by the Company acknowledging the same)satisfaction, except as todischarge and defeasance of such indebtedness, when:
(a) the rights of Holders of either
(1) with respect to all Securities of such series at the time Outstanding, the Company shall have deposited or caused to receive, from be deposited irrevocably with the Trustee as trust funds described in subparagraph (e) hereof, (i) payment of trust for the principal of (purpose an amount sufficient to pay and premium, if any) and discharge each installment of principal of 403 (and including any mandatory sinking fund payments), premium, if any) or , and interest on on, the Outstanding Securities of such series on the dates such installments of principal (and premium, if any), and interest are due or the Stated Maturity or date of redemption of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by series, if applicable; or
(2) the Company pursuant has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments be applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations no Event of Default or event (including such deposit) which, with notice or lapse of time, or both, would become an Event of Default with respect to such the Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant occurred and be continuing on the date of such deposit as evidenced to subparagraph (k) hereof, Sections 1101, 1104 and 1106such Trustee in an Officers' Certificate delivered to such Trustee concurrently with such deposit;
(c) if the Securities of such Series are then listed on the New York Stock Exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Company's obligations exercise of its option under this Section, by itself, would not cause such Securities to be delisted;
(d) no Event of Default or event (including such deposit) which, with notice or lapse of time, or both, would become an Event of Default with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:occurred and be continuing on the date of such deposit as evidenced to such Trustee in an Officers' Certificate delivered to such Trustee concurrently with such deposit;
(e) the Company has deposited shall have paid or caused to be irrevocably deposited (except as provided in Section 402) paid all other sums payable with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on at the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501time outstanding;
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series Company shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes solely as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 4.03 and will be subject to Federal income tax on the same amount and in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge option had not occurredbeen exercised, and, in the case of the Securities of such series being discharged, accompanied by a ruling to that effect received from, or published by, the Internal Revenue Service;
(jh) the Company has shall have delivered to the Trustee for the series an Officers' Certificate and an Opinion of Counsel, each stating that such satisfaction, discharge and defeasance is authorized or permitted by this Indenture and that all conditions precedent herein provided for relating to the satisfaction, discharge and defeasance contemplated by this Section of the entire indebtedness on all Securities of any such series at the time Outstanding have been complied with; and
(ki) if the Company has deposited delivered to the Trustee an Opinion of Counsel to the effect that immediately following the deposit described in clause (1) above neither the Company nor the Trust held by the Trustee shall be an "investment company" or caused a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940. Any deposits with the Trustee for the series referred to in Sections 4.01 and 4.03(a)(1) above shall be deposited money or U.S. Government Obligations irrevocable and shall be made under the terms of an escrow trust agreement in form and substance reasonably satisfactory to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Trustee. If any Securities of a series with respect to and including which a Redemption Date deposit has been made pursuant to subparagraph (eSections 4.01 and 4.03(a)(1) hereofat the time outstanding are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the applicable escrow trust agreement shall provide therefor and the Company shall make such Redemption Date shall be irrevocably designated by a Board Resolution delivered arrangements as are satisfactory to the Trustee on for the series for the giving of notice of redemption by the Trustee for the series in the name, and at the expense, of the Company. If the Securities of such series are not to become due and payable at their Stated Maturity or prior to upon call for redemption within one year of the date of deposit deposit, then the Company shall give, promptly after the date of such money or U.S. Government Obligationsdeposit, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption deposit to the Holders of Securities of such series. Upon the satisfaction of the conditions set forth in this Section 4.03 with respect to all the Securities of any series at the time Outstanding, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company (except as to any surviving rights of conversion or registration of transfer or exchange and rights relating to mutilated, destroyed, lost and stolen Securities pursuant to Section 3.06 of Securities of such series expressly provided for herein or in the name and at form of Security of such series); provided, that the expense Company shall not be discharged from any payment obligations in respect of Securities of such series which are deemed not to be Outstanding under clause (iii) of the definition thereof if such obligations continue to be valid obligations of the Company under applicable law; and provided, further, that in the event a petition for relief under the Bankruptcy Reform Act of 1978 or a successor statute is filed with respect to the Company within 91 days after the deposit, the entire indebtedness on all Securities of such series shall not less than 30 nor more than 60 days prior be discharged and in such event the Trustee shall return such deposited funds or obligations as it is then holding to such Redemption Date in accordance with Section 1104. ARTICLE FIVEthe Company on Company Request.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any Series. (1) The Company Corporation shall be deemed to have paid fully paid, satisfied and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall at Company Request execute and deliver proper instruments acknowledging the same)full payment, except as tosatisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures:
(a) the rights Corporation has deposited or caused to be deposited with the Trustee as property in trust for the purpose of Holders making payment on such Debentures, such number of Securities Common Shares (or, where applicable, the cash amount payable pursuant to Section 2.14 or Section 8.1) as is equal to pay, satisfy and discharge the entire amount of such series to receiveprincipal of, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 , interest thereon (and premiumsubject to Section 7.10), if any) , to maturity, or interest on any repayment date, or upon conversion or otherwise as the Outstanding Securities case may be, of such series on Debentures, divided by the Stated Maturity Conversion Price as of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;date; or
(b) all Debentures certified or authenticated and delivered (other than (A) Debentures which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.11 and (B) Debentures for whose payment has been deposited in trust and thereafter repaid to the Company's obligations with respect Corporation as provided in Section 9.3) have been delivered to the Trustee for cancellation; so long as in any such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;event:
(c) the Company's obligations Corporation has paid, caused to be paid or made irrevocable provisions to the satisfaction of the Trustee for the payment of all other sums payable with respect to all of such Debentures (together with all applicable expenses of the Trustee under Section 607in connection with the payment of such Debentures); and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company Corporation has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section payment, satisfaction and discharge of all such Debentures have been complied with; and
(k) if . Any deposits with the Company has deposited or caused Trustee referred to in this Section 9.5 shall be deposited money or U.S. Government Obligations irrevocable, subject to pay or discharge Section 9.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal of (and of, premium, if any) , and interest on the Outstanding Securities Debentures being satisfied.
(2) Upon the satisfaction of a series the conditions set forth in this Section 9.5 with respect to all the outstanding Debentures, the terms and conditions of the Debentures, including a Redemption Date the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2 and the provisions of Article 1 pertaining to Article 2) shall no longer be binding upon or applicable to the Corporation.
(3) If the Trustee is unable to apply the Common Shares (or, where applicable, the cash amount payable pursuant to subparagraph (eSection 2.14 or Section 8.1) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with this Section 1104. ARTICLE FIVE9.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation’s obligations under this Indenture and the affected Debentures shall be revived and reinstated as though no Common Shares (or, where applicable, the cash amount payable pursuant to Section 2.14 or Section 8.1) had been deposited pursuant to this Section 9.5 until such time as the Trustee is permitted to apply all such Common Shares (or, where applicable, the cash amount payable pursuant to Section 2.14 or Section 8.1) in accordance with this Section 9.5, provided that if the Corporation has made any payment in respect of principal of, premium, if any, or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the Common Shares (or, where applicable, the cash amount payable pursuant to Section 2.14 or Section 8.1) held by the Trustee.
Appears in 1 contract
Samples: Indenture (Canopy Growth Corp)
Satisfaction. Discharge and Defeasance of Securities of Any Series. (a) The Company Corporation shall be deemed to have paid fully paid, satisfied and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall at Company Request execute and deliver proper instruments acknowledging the same)full payment, except as tosatisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures, either:
(ai) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company Corporation has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds or property in trusttrust for the purpose of making payment on such Debentures, specifically pledged as security foran amount in money, sufficient to pay, satisfy and discharge the entire amount of principal, premium (such premium to be no less than 130% of the principal amount of such Debentures, or 115% of the principal amount of such Debentures if the deposit is being made after May 27, 2023), and dedicated solely tointerest, if any, to maturity or any repayment date or Redemption Dates, as the benefit of the Holders of the Securities case may be, of such series, (i) money in an amount, or Debentures; or
(ii) if Securities the Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such series Debentures such amount in United States dollars of direct obligations of, or obligations the principal and interest of which are not subject guaranteed by, the Government of the United States of America as will, together with the income to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest accrue thereon and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination reinvestment thereof, sufficient, be sufficient in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge the entire amount of principal and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Debentures; and in either event:
(xiii) the principal of (and premiumCorporation has paid, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal caused to be paid or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable made provisions to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and satisfaction of the Securities Trustee for the payment of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any all other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default sums payable with respect to the Securities all of such series shall have occurred and be continuing on Debentures (together with all applicable expenses of the date Trustee in connection with the payment of such deposit or during the period ending on the 91st day after such date;Debentures); and
(iiv) the Company Corporation has delivered to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section payment, satisfaction and discharge of all such Debentures have been complied with; and
(k) if . Any deposits with the Company has deposited or caused Trustee referred to in this Section 8.5 shall be deposited money or U.S. Government Obligations irrevocable, subject to pay or discharge Section 8.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal of (of, and interest and premium, if any) and interest , on the Outstanding Securities Debentures being satisfied.
(b) Upon the satisfaction of a series the conditions set forth in this Section 8.5 with respect to all the outstanding Debentures, the terms and conditions of the Debentures, including a Redemption Date the terms and conditions with respect thereto set forth in this Indenture (other than those contained in Article 2, Article 4, Article 5 and Sections 7.5 and 14.15 and the provisions of Article 1 pertaining to the foregoing provisions and this Section 8.5) shall no longer be binding upon or applicable to the Corporation.
(c) Any funds or obligations deposited with the Trustee pursuant to subparagraph (e) hereof, such Redemption Date this Section 8.5 shall be irrevocably designated by a Board Resolution delivered to denominated in the currency or denomination of the Debentures in respect of which such deposit is made.
(d) If the Trustee on is unable to apply any money or prior securities in accordance with this Section 8.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Corporation's obligations under this Indenture and the Debentures shall be revived and reinstated as though no money or securities had been deposited pursuant to this Section 8.5 until such time as the date of deposit of Trustee is permitted to apply all such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date securities in accordance with this Section 1104. ARTICLE FIVE8.5, provided that if the Corporation has made any payment in respect of principal, premium or interest on Debentures or, as applicable, other amounts because of the reinstatement of its obligations, the Corporation shall be subrogated to the rights of the holders of such Debentures to receive such payment from the money or securities held by the Trustee.
Appears in 1 contract
Samples: Trust Indenture (NexGen Energy Ltd.)
Satisfaction. Discharge and Defeasance of Securities of Any Series. The .
(a) If this Section is specified, as contemplated by Section 202 or Section 301, as the case may be, to be applicable to Securities and Coupons, if any, of any series, at the Company's option, either
(i) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or
(ii) the entire indebtedness on all Company will cease to be under any obligation with respect to such series to comply with any term, provision or condition set forth in (x) Sections 901, 902, 1104 and 1105 or (y) the Outstanding instrument or instruments setting forth the terms, provisions or conditions of such series pursuant to Section 202 or Section 301, as the case may be (provided, in the case of this subclause (y), that such instrument or instruments specify which terms, provisions or conditions, if any, are subject to this clause (a)(ii) and that no such instrument may specify that the Company may cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of "Discharged").
(b) A Discharge pursuant to clause (a)(i) above shall be effective with respect to the Securities and Coupons, if any, of any such series on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (ei) hereofand either (ii) or (iii) have been satisfied, and the provisions of this Indenture, as it relates Company's release from its obligations to comply with certain obligations with respect to such Outstanding series pursuant to clause (a)(ii) above shall be effective with respect to the Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premiumCoupons, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to first day after the applicable conditions set forth below in (i) and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and either (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
or (biii) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(ei) the Company has deposited has:
(A) paid or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and paid all other sums payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Outstanding Securities and Coupons, if any, of such series shall have occurred and be continuing on the date of such deposit (in addition to any required under clause (b)(ii) or during the period ending on the 91st day after such date;(b)(iii)); and
(iB) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; and;
(kii) if (A) the Company has shall have deposited or caused to be deposited irrevocably with the Trustee as a trust fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such 48 40 series (1) money in an amount (in such currency, currencies or currency unit or units in which any Outstanding Securities and Coupons, if any, of such series are payable) or (2) in the case of Securities and Coupons, if any, denominated in Dollars, U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal (including any premium) and interest, if any, under the Securities and Coupons, if any, of such series, money in an amount or (3) a combination of (1) and (2), which in any case of clauses (1), (2) and (3) is sufficient (in the opinion with respect to (2) and (3) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay or and discharge the each installment of principal of (and including premium, if any) , on), and interest on interest, if any, on, the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereofCoupons, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit if any, of such money series on the dates such installments of interest or U.S. Government Obligationsprincipal are due, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name currency, currencies or currency unit or units, in which such Securities and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVECoupons, if any, are payable;
Appears in 1 contract
Samples: Indenture (Washington Post Co)
Satisfaction. Discharge and Defeasance of Securities of Any Series. The .
(a) Unless pursuant to Section 202 or Section 301, as the case may be, provision is made that this Section shall not be applicable to Securities and Coupons, if any, of any series, at the Company's option, either:
(i) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereofCoupons, and the provisions of this Indentureif any, as it relates to such Outstanding Securities of such series, shall no longer be in effect or (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(aii) the rights of Holders of Securities Company will cease to be under any obligation with respect to such series to comply with any term, provision or condition set forth in (x) Sections 901, 902, 1104 and 1105 or (y) the instrument or instruments setting forth the terms, provisions or conditions of such series pursuant to receiveSection 202 or Section 301, from as the trust funds described case may be (provided, in subparagraph the case of this subclause (e) hereofy), (i) payment of the principal of (and premiumthat such instrument or instruments specify which terms, provisions or conditions, if any, are subject to this clause (a)(ii) and each installment that no such instrument may specify that the Company may cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of principal of 403 "Discharged").
(b) A Discharge pursuant to clause (a)(i) above shall be effective with respect to the Securities and premiumCoupons, if any) or interest on the Outstanding Securities , of such series on the Stated Maturity of such principal or installment of principal or interest or to first day after the applicable conditions set forth below in (i) and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and either (ii) or (iii) have been satisfied, and the benefit of any mandatory sinking fund payments applicable Company's release from its obligations to comply with certain obligations with respect to such series pursuant to clause (a)(ii) above shall be effective with respect to the Securities and Coupons, if any, of such series on the first day on which such payments are due after the applicable conditions set forth below in (i) and payable in accordance with the terms of this Indenture and the Securities of such series;
either (bii) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph or (kiii) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(ei) the Company has has: (A) paid or caused to be paid all other sums payable with respect to the Outstanding Securities and Coupons, if any, of such series (in addition to any required under clause (b)(ii) or (b)(iii)); and (B) delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; (ii) (A) the Company shall have deposited or caused to be deposited irrevocably deposited (except as provided in Section 402) with the Trustee as a trust funds in trust, fund specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series, series (i1) money in an amountamount (in such currency, currencies or (ii) currency unit or units in which any Outstanding Securities and Coupons, if Securities any, of such series are not subject to repayment at payable) or (2) in the option case of HoldersSecurities and Coupons, (A) if any, denominated in Dollars, U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide provide, not later than one day before the due date of any payment referred to in clause of principal (xincluding any premium) or (y) and interest, if any, under the Securities and Coupons, if any, of this subparagraph (e) such series, money in an amount or (B3) a combination thereofof (1) and (2), sufficientwhich in any case of clauses (1), (2) and (3) is sufficient (in the opinion with respect to (2) and (3) of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, ) to pay and discharge (x) the each installment of principal of (and including premium, if any) , on), and each installment of principal (and premiuminterest, if any) and interest on , on, the Outstanding Securities and Coupons, if any, of such series on the Stated Maturity dates such installments of such principal or installment of principal or interest or to and including principal are due, in the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on currency, currencies or currency unit or units, in which such payments Securities and Coupons, if any, are due and payable in accordance with the terms of this Indenture and of the Securities of such seriespayable; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(hB)(1) no Event of Default or event (including such deposit) which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit deposit, and (2) no Event of Default as defined in clause (5) or during (6) of Section 601, or event which with notice or lapse of time or both would become an Event of Default under either such clause, shall have occurred within 91 days after the period ending on the 91st day after date of such date;
deposit; (iC) the Company has shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge the Company's exercise of its option under this Section 503 and will be subject to Federal income tax on in the same amount and amount, in the same manner and at the same times, times as would have been the case if such deposit, defeasance and discharge option had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied withexercised; and
(k) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph (e) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE
Appears in 1 contract
Samples: Indenture (Polaroid Corp)
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The Company shall be deemed to have paid and discharged Discharged the entire indebtedness Indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e1) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e1) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on of which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, hereof and if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Sections 1101, 1104 and 11061106 hereof as they apply to such Redemption Date;
(c) the Company's obligations with respect to the Trustee under Section 607607 hereof; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k5) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:;
(e1) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money money, in the currency or units of currency in which such Securities are payable, in an amount, or (ii) (except as provided in a supplemental indenture or Board Resolution with respect to such series) if Securities of such series are not subject to repayment repurchase at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e1) money in an amount or (B) a combination thereof, in each case sufficient, in the opinion report of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which the Trustee shall be instructed to apply to pay and discharge, (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k5) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g2) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof;
(h3) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i4) the Company has delivered to the Trustee an Officers' Certificate unqualified opinion, in form and an Opinion substance reasonably acceptable to the Trustee, of Counsel independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that (i) Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such the deposit, defeasance and discharge discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service and will be subject to Federal income tax on (ii) the same amount and in defeasance trust is not, or is registered as, an investment company under the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act of 1940;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(k5) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE1104 hereof; and
(6) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied with.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any Series. The If this Section is specified, as contemplated by Section 3.01, to be applicable to Securities and Coupons, if any, of any series, at the Company's option, either (a) the Company shall will be deemed to have paid been Discharged (as defined below) from its obligations with respect to Securities and discharged Coupons, if any, of such series or (b) the entire indebtedness on all Company will cease to be under any obligation to comply with any term, provision or condition set forth in (i) Article VIII and Sections 10.09, 10.10 and 10.11 or (ii) the Outstanding terms, provisions or conditions of such series specified pursuant to Section 3.01 (provided, however, that the Company may not cease to comply with any obligations as to which it may not be Discharged pursuant to the definition of "Discharged"), if, in the case of (a) and (b), with respect to the Securities and Coupons, if any, of any such series on the 91st day after the date of the deposit referred to applicable conditions set forth below in subparagraph (ex) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect either (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the samey) or (z) have been satisfied: (x), except as to:
(a1) the rights of Holders of Securities of such series Company has paid or caused to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and be paid all other sums payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust Outstanding Securities and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 andCoupons, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereofany, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused in addition to be irrevocably deposited any required under (except as provided in Section 402) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money in an amount, or (ii) if Securities of such series are not subject to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (xy) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof z)); and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(i) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j2) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section satisfaction and discharge of the entire indebtedness on all Outstanding Securities and Coupons, if any, of any such series have been complied with; andand (y)
(k1) if the Company has shall have deposited or caused to be deposited money irrevocably with the Trustee as a trust fund specifically pledged as security for (on a first-priority perfected basis), and dedicated solely to, the benefit of the Holders of the Securities and Coupons, if any, of such series (i) an amount (in such currency or currency unit in which the Outstanding Securities and Coupons, if any, of such series are payable) or (ii) U.S. Government Obligations (as defined below) or, in the case of Securities and Coupons, if any, denominated in a Foreign Currency and if so specified pursuant to Section 3.01, Foreign Government Securities (as defined below), which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than the due date of any payment of principal (including any premium) and interest, if any, under the Securities and Coupons, if any, of such series, money in an amount or (iii) a combination of (i) and (ii) sufficient (in the opinion with respect to (ii) and (iii) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee) to pay or and discharge the each installment of principal of (including any premium), and premiuminterest, if any) and interest on , on, the Outstanding Securities and Coupons, if any, of a such series to on the dates such installments of interest or principal are due; (2)
(i) no Event of Default or event (including such deposit) which with notice or lapse of time or both would become an Event of Default shall have occurred and including a Redemption Date pursuant to subparagraph be continuing on the date of such deposit, (eii) hereofno Event of Default as defined in clause (5) or (6) of Section 6.01, or event which with notice or lapse of time or both would become an Event of Default under either such Redemption Date clause, shall be irrevocably designated by a Board Resolution have occurred within 90 days after the date of such deposit and (iii) such deposit and the related intended consequence under (a) or (b) will not result in any default or event of default under any material indenture, agreement or other instrument binding upon the Company or any Subsidiary or any of their properties; (3) the Company shall have delivered to the Trustee on an Opinion of Counsel to the effect that Holders of the Securities and Coupons, if any, of such series will not recognize income, gain or loss for Federal income tax purposes as a result of the Company's exercise of its option under this Section 5.03 and will be subject to Federal income tax in the same amount, in the same manner and at the same times as would have been the case if such option had not been exercised; and (4) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that if the deposit referred to in paragraph (y)(1) above shall include U.S. Government Obligations or Foreign Government Securities, such deposit shall not result in the Company, the Trustee or such trust being regulated as an "investment company" under the Investment Company Act of 1940, as amended; or (z) the Company has properly fulfilled such other means of satisfaction and discharge as is specified, as contemplated by Section 3.01, to be applicable to the Securities and Coupons, if any, of such series. Any deposits with the Trustee referred to in clause (y)(1) above will be made under the terms of an escrow trust agreement in form and substance satisfactory to the Trustee. If any Outstanding Securities and Coupons, if any, of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any mandatary redemption provisions or in accordance with any mandatory sinking fund requirement, the date applicable escrow trust agreement will provide therefor and the Company will make such arrangements as are satisfactory to the Trustee for the giving of deposit notice of redemption by the Trustee in the name, and at the expense, of the Company. "Discharged" means that the Company will be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Securities and Coupons, if any, of the series as to which this Section is specified as applicable as aforesaid and to have satisfied all the obligations under this Indenture relating to the Securities and Coupons, if any, of such money or U.S. Government Obligationsseries (and the Trustee, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior Company, will execute proper instruments acknowledging the same), except (A) the rights of Holders thereof to receive, from the trust fund described in clause (y)(1) above, payments of the principal of, premium and the interest, if any, on such Securities and Coupons, if any, when such payments are due, (B) the Company's obligations with respect to such Redemption Date Securities and Coupons, if any, under Sections 3.05 and 3.06 (insofar as applicable to Securities of such series), Article IV (insofar as applicable to Securities of such series), Sections 5.02, 10.02 and 10.03 (last paragraph only) and the Company's obligations to the Trustee under Sections 7.05, 7.06 and 7.07 and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, will survive such discharge. The Company will reimburse the trust fund for any loss suffered by it as a result of any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or Foreign Government Securities, as the case may be, or any principal, premium or interest paid on such obligations, and, subject to the provisions of Section 7.05, will indemnify the Trustee against any claims made against the Trustee in accordance connection with any such loss. "Foreign Government Securities" as used in Section 11045.03 means, with respect to Securities and Coupons, if any, of any series that are denominated in a Foreign Currency, securities that are (i) direct obligations of the government that issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government (the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of such government) which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof. "U.S. Government Obligations" means securities that are (i) direct obligations of the United States for the payment of which its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States, which, in either case under clauses (i) or (ii), are not callable or redeemable at the option of the issuer thereof, and will also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specified payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. ARTICLE FIVEVI REMEDIES SECTION 6.01
Appears in 1 contract
Samples: Senior Debt Indenture (Hasbro Inc)
Satisfaction. Discharge and Defeasance of Securities of Any any Series. The Company shall be deemed to have paid and discharged Discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
(a) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ki) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on of which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 andhereof, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ki) hereof, Sections 1101, 1104 and 11061106 hereof as they apply to such Redemption Date;
(c) the Company's obligations with respect to the Trustee under Section 607607 hereof; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (ki) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company has deposited or caused to be irrevocably deposited (except as provided in Section 402402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (i) money money, in the currency or units of currency in which such Securities are payable, in an amount, or (ii) (except as provided in a supplemental indenture or Board Resolution with respect to such series) if Securities of such series are not subject to repayment repurchase at the option of Holders, (A) U.S. Government Obligations (denominated in the same currency or units of currency in which such Securities are payable) which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge discharge, and which the Trustee shall be instructed to apply to pay and discharge, (x) the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest interest, if any, on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (ki) hereof and (y) any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of the Securities of such series; 403, 501;
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound;
(g) has delivered to the Trustee an Opinion of Counsel to the effect that such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other any national securities exchange to be delisted as a result thereof;
(hg) no Event of Default or event which with notice or lapse of time would become an Event of Default (including by reason of such deposit) with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;
(ih) the Company has delivered to the Trustee an Officers' Certificate unqualified opinion, in form and an Opinion substance reasonably acceptable to the Trustee, of Counsel independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that (i) Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such the deposit, defeasance and discharge discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service and will be subject to Federal income tax on (ii) the same amount and in defeasance trust is not, or is registered as, an investment company under the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurredInvestment Company Act of 1940;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with; and
(ki) if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest interest, if any, on the Outstanding Securities of a series to and including a Redemption Date pursuant on which all of the Outstanding Securities of such series are to subparagraph (e) hereofbe redeemed, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104. ARTICLE FIVE1104 hereof; and
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied with.
Appears in 1 contract
Satisfaction. Discharge and Defeasance of Securities of Any Series. (a) The Company Corporation shall be deemed to have paid fully paid, satisfied and discharged the entire indebtedness on all the Outstanding Securities of any series on the 91st day after the date of the deposit referred to in subparagraph (e) hereof, and the provisions of this Indenture, as it relates to such Outstanding Securities of such series, shall no longer be in effect (outstanding Debentures and the Trustee, at the expense of the CompanyCorporation, shall at Company Request execute and deliver proper instruments acknowledging the same)full payment, except as tosatisfaction and discharge of such Debentures, when, with respect to all of the outstanding Debentures, either:
(ai) the rights of Holders of Securities of such series to receive, from the trust funds described in subparagraph (e) hereof, (i) payment of the principal of (and premium, if any) and each installment of principal of 403 (and premium, if any) or interest on the Outstanding Securities of such series on the Stated Maturity of such principal or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such series;
(b) the Company's obligations with respect to such Securities of such series under Sections 305, 306, 1002 and 1003 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Sections 1101, 1104 and 1106;
(c) the Company's obligations with respect to the Trustee under Section 607; and
(d) the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under Section 402 and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (k) hereof, Article Eleven and the duty of the Trustee to authenticate Securities of such series issued on registration of transfer or exchange; provided that, the following conditions shall have been satisfied:
(e) the Company Corporation has deposited or caused to be irrevocably deposited (except as provided in Section 402) with the Trustee as trust funds or property in trusttrust for the purpose of making payment on such Debentures, specifically pledged as security foran amount in money, sufficient to pay, satisfy and discharge the entire amount of principal, premium (such premium to be no less than 130% of the principal amount of such Debentures, or 115% of the principal amount of such Debentures if the deposit is being made after June 10, 2019), and dedicated solely tointerest, if any, to maturity or any repayment date or Redemption Dates, as the benefit of the Holders of the Securities case may be, of such series, (i) money in an amount, or Debentures; or
(ii) if Securities the Corporation has deposited or caused to be deposited with the Trustee as trust property in trust for the purpose of making payment on such series Debentures such amount in United States dollars of direct obligations of, or obligations the principal and interest of which are not subject guaranteed by, the Government of the United States of America as will, together with the income to repayment at the option of Holders, (A) U.S. Government Obligations which through the payment of interest accrue thereon and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in clause (x) or (y) of this subparagraph (e) money in an amount or (B) a combination reinvestment thereof, sufficient, be sufficient in the opinion of a nationally recognized investment bank, appraisal firm, or firm of independent certified public accountants expressed in a written certification thereof delivered to the Trusteeaccountants, to pay and discharge the entire amount of principal and accrued and unpaid interest to maturity or any repayment date, as the case may be, of all such Debentures; and in either event:
(xiii) the principal of (and premiumCorporation has paid, if any) and each installment of principal (and premium, if any) and interest on the Outstanding Securities of such series on the Stated Maturity of such principal caused to be paid or installment of principal or interest or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph (k) hereof and (y) any mandatory sinking fund payments applicable made provisions to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and satisfaction of the Securities Trustee for the payment of such series; 403, 501
(f) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any all other agreement or instrument to which the Company is a party or by which it is bound;
(g) such provision would not cause any Outstanding Securities of such series then listed on the New York Stock Exchange or other securities exchange to be delisted as a result thereof;
(h) no Event of Default or event which with notice or lapse of time would become an Event of Default sums payable with respect to the Securities all of such series shall have occurred and be continuing on Debentures (together with all applicable expenses of the date Trustee in connection with the payment of such deposit or during the period ending on the 91st day after such date;Debentures); and
(iiv) the Company Corporation has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that Holders of the Securities of such series will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred;
(j) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the defeasance contemplated by this Section payment, satisfaction and discharge of all such Debentures have been complied with; and
(k) if . Any deposits with the Company has deposited or caused Trustee referred to in this Section 8.5 shall be deposited money or U.S. Government Obligations irrevocable, subject to pay or discharge Section 8.6, and shall be made under the terms of an escrow and/or trust agreement in form and substance satisfactory to the Trustee and which provides for the due and punctual payment of the principal of (of, and interest and premium, if any) and interest , on the Outstanding Securities of a series to and including a Redemption Date pursuant to subparagraph Debentures being satisfied.
(eb) hereof, such Redemption Date shall be irrevocably designated by a Board Resolution delivered to Upon the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and at the expense satisfaction of the Company not less conditions set forth in this Section 8.5 with respect to all the outstanding Debentures, the terms and conditions of the Debentures, including the terms and conditions with respect thereto set forth in this Indenture (other than 30 nor more than 60 days prior to such Redemption Date those contained in accordance with Section 1104. ARTICLE FIVEArticle 2, Article 4, Article 5 and Sections 7.5 and
Appears in 1 contract
Samples: Trust Indenture
