Common use of Special Mandatory Redemption of the Notes Clause in Contracts

Special Mandatory Redemption of the Notes. (a) If (x) the consummation of the Juniper Acquisition does not occur on or before the later of (i) the date that is five Business Days after October 9, 2025 and (ii) the date that is five Business Days after any later date to which the Company and Juniper may agree to extend the “End Date” in the Juniper Merger Agreement (such later date, the “Extended Termination Date”) or (y) the Company notifies the Trustee that it will not pursue the consummation of the Juniper Acquisition (the earlier of the date of delivery of such notice described in clause (y) and the Extended Termination Date, the “Special Mandatory Redemption Trigger Date”), the Company will be required to redeem the Notes (the “Special Mandatory Redemption”) then outstanding by a date no later than 10 Business Days after the Special Mandatory Redemption Trigger Date (the “Special Mandatory Redemption End Date”) at a redemption price equal to 101% of the aggregate principal amount of the Notes then outstanding, plus accrued and unpaid interest, if any, to, but excluding, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). For purposes of the foregoing, the Juniper Acquisition will be deemed consummated if the closing under the Juniper Acquisition occurs, including after giving effect to any amendments or modifications to the Juniper Merger Agreement or waivers thereunder acceptable to the Company. (b) In the event that the Company becomes obligated to redeem the Notes pursuant to Section 3.02(a), the Company will promptly, and in any event not more than five Business Days after the Special Mandatory Redemption Trigger Date, deliver notice to the Trustee of the Special Mandatory Redemption and the date upon which the Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the Special Mandatory Redemption End Date). The Trustee will then promptly deliver such notice to each Holder of the Notes at its registered address. Unless the Company defaults in payment of the Special Mandatory Redemption Price, on and after such Special Mandatory Redemption Date, interest will cease to accrue on the Notes and the Indenture will be discharged and cease to be of further effect as to all of the Notes.

Appears in 4 contracts

Samples: Supplemental Indenture (Hewlett Packard Enterprise Co), Supplemental Indenture (Hewlett Packard Enterprise Co), Supplemental Indenture (Hewlett Packard Enterprise Co)

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Special Mandatory Redemption of the Notes. (a) If (xa) the consummation of the Juniper Acquisition does Spin-Off is not occur consummated on or before the later of prior to 11:59 p.m. (iNew York City time) the date that is five Business Days after October 9on February 27, 2025 and (ii) the date that is five Business Days after any later date to which the Company and Juniper may agree to extend the “End Date” in the Juniper Merger Agreement (such later date, the “Extended Termination Date”) or (yb) the Company notifies the Trustee in writing that it the Spin-Off will otherwise not pursue the consummation of the Juniper Acquisition be pursued (the earlier of the date of delivery of each such notice event described in clause the foregoing clauses (ya) and the Extended Termination Date, the or (b) being a “Special Mandatory Redemption Trigger DateEvent”), then the Company will be required to redeem the Notes (the “Special Mandatory Redemption”) then outstanding by a date no later than 10 Business Days after the Special Mandatory Redemption Trigger Date (the “Special Mandatory Redemption End Date”) at a redemption price equal to 101% of the aggregate principal amount of the Notes then outstandingoutstanding on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. The Trustee shall have no duty or obligation to monitor the occurrence of the consummation of the Spin-Off. (b) The Company will cause a notice of Special Mandatory Redemption to be electronically delivered or mailed to the Trustee and electronically delivered or mailed to each Holder of record of the Notes to be redeemed no later than the tenth Business Day following a Special Mandatory Redemption Event, plus accrued which shall provide for the redemption of the Notes on the Special Mandatory Redemption Date. (c) Upon the deposit of funds sufficient to pay the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption Date with the Paying Agent on or before such Special Mandatory Redemption Date, the Notes shall cease to bear interest and unpaid interest, if any, to, but excludingall rights under the Notes shall terminate. (d) The notice of a Special Mandatory Redemption shall state: (i) the Special Mandatory Redemption Date; (ii) the Special Mandatory Redemption Price; (iii) that on the Special Mandatory Redemption Date, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). For purposes of the foregoing, the Juniper Acquisition will be deemed consummated if the closing under the Juniper Acquisition occurs, including after giving effect to any amendments or modifications to the Juniper Merger Agreement or waivers thereunder acceptable to the Company.Price shall become due and payable; and (biv) In the event that the Company becomes obligated Notes shall cease to redeem the Notes pursuant to Section 3.02(a), the Company will promptly, bear interest on and in any event not more than five Business Days after the Special Mandatory Redemption Trigger Date, deliver notice to the . (e) The Trustee shall have no responsibility for any calculation or determination in respect of the Special Mandatory Redemption and the date upon which the Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the Special Mandatory Redemption End Date). The Trustee will then promptly deliver such notice to each Holder of the Notes at its registered address. Unless the Company defaults in payment of Event or the Special Mandatory Redemption Price, on or any component thereof, and after shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company that states the occurrence of such Special Mandatory Redemption Date, interest will cease to accrue on the Notes Event and the Indenture will be discharged and cease to be of further effect as to all of the Notes.such

Appears in 2 contracts

Samples: First Supplemental Indenture (Solventum Corp), First Supplemental Indenture (3m Co)

Special Mandatory Redemption of the Notes. (a) If (x) the consummation of the Juniper Acquisition does Spin-Off has not occur occurred on or before the later of (i) the date that is five Business Days after October 9, 2025 and (ii) the date that is five Business Days after any later date prior to which the Company and Juniper may agree to extend the “End Date” in the Juniper Merger Agreement (such later date, the “Extended Termination Date”) or (y) the Company notifies the Trustee that it will not pursue the consummation of the Juniper Acquisition (the earlier of the date of delivery of such notice described in clause (y) and the Extended Termination Date, the “a Special Mandatory Redemption Trigger Date”)Event, then the Company will be required to redeem the Notes (the “Special Mandatory Redemption”) then outstanding by a date no later than 10 Business Days after the Special Mandatory Redemption Trigger Date (the “Special Mandatory Redemption End Date”) at a redemption price equal to 101% of the aggregate principal amount of the Notes then outstandingoutstanding on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. (b) The Company will cause a notice of Special Mandatory Redemption to be electronically delivered or mailed to the Trustee and electronically delivered or mailed to each holder of record of the Notes to be redeemed no later than the Business Day following the Special Mandatory Redemption Event, plus accrued which shall provide for the redemption of the Notes on the Special Mandatory Redemption Date. (c) Upon the deposit of funds sufficient to pay the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption Date with the Paying Agent on or before such Special Mandatory Redemption Date, the Notes will shall cease to bear interest and unpaid interest, if any, to, but excludingall rights under the Notes shall terminate. (d) The notice of a Special Mandatory Redemption shall state: (i) the Special Mandatory Redemption Date; (ii) the Special Mandatory Redemption Price; (iii) that on the Special Mandatory Redemption Date, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). For purposes of the foregoing, the Juniper Acquisition will be deemed consummated if the closing under the Juniper Acquisition occurs, including after giving effect to any amendments or modifications to the Juniper Merger Agreement or waivers thereunder acceptable to the Company.Price shall become due and payable; and (biv) In the event that the Company becomes obligated Notes shall cease to redeem the Notes pursuant to Section 3.02(a), the Company will promptly, bear interest on and in any event not more than five Business Days after the Special Mandatory Redemption Trigger Date, deliver notice to the . (e) The Trustee shall have no responsibility for any calculation or determination in respect of the Special Mandatory Redemption and the date upon which the Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the Special Mandatory Redemption End Date). The Trustee will then promptly deliver such notice to each Holder of the Notes at its registered address. Unless the Company defaults in payment of Event or the Special Mandatory Redemption Price, on or any component thereof, and after shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company that states the occurrence of such Special Mandatory Redemption Date, interest will cease to accrue on the Notes Event and the Indenture will be discharged and cease to be of further effect as to all of the Notessuch Special Mandatory Redemption Price.

Appears in 1 contract

Samples: First Supplemental Indenture (Kyndryl Holdings, Inc.)

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Special Mandatory Redemption of the Notes. (a) If (x) the consummation of the Juniper Acquisition does not occur If, on or before the later of (i) the date that is five Business Days after October 9, 2025 and (ii) the date that is five Business Days after any later date prior to which the Company and Juniper may agree to extend the “End Date” in the Juniper Merger Agreement (such later date, the “Extended Termination Date”) or (y) the Company notifies the Trustee that it will not pursue the consummation of the Juniper Acquisition (the earlier of the date of delivery of such notice described in clause (y) and the Extended Termination Date, the “a Special Mandatory Redemption Trigger Date”)Event, the Board Approval Condition has not been satisfied, then the Company will be required to redeem the Notes (the “Special Mandatory Redemption”) then outstanding by a date no later than 10 Business Days after the Special Mandatory Redemption Trigger Date (the “Special Mandatory Redemption End Date”) at a redemption price equal to 101% of the aggregate principal amount of the Notes then outstandingoutstanding on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. (b) The Company will cause a notice of Special Mandatory Redemption to be electronically delivered or mailed to the Trustee and electronically delivered or mailed to each holder of record of the Notes to be redeemed no later than the Business Day following the Special Mandatory Redemption Event, plus accrued which shall provide for the redemption of the Notes on the Special Mandatory Redemption Date. (c) Upon the deposit of funds sufficient to pay the Special Mandatory Redemption Price of all Notes to be redeemed on the Special Mandatory Redemption Date with the Paying Agent on or before such Special Mandatory Redemption Date, the Notes will shall cease to bear interest and unpaid interest, if any, to, but excludingall rights under the Notes shall terminate. (d) The notice of a Special Mandatory Redemption shall state: (i) the Special Mandatory Redemption Date; (ii) the Special Mandatory Redemption Price; (iii) that on the Special Mandatory Redemption Date, the Special Mandatory Redemption Date (the “Special Mandatory Redemption Price”). For purposes of the foregoing, the Juniper Acquisition will be deemed consummated if the closing under the Juniper Acquisition occurs, including after giving effect to any amendments or modifications to the Juniper Merger Agreement or waivers thereunder acceptable to the Company.Price shall become due and payable; and (biv) In the event that the Company becomes obligated Notes shall cease to redeem the Notes pursuant to Section 3.02(a), the Company will promptly, bear interest on and in any event not more than five Business Days after the Special Mandatory Redemption Trigger Date, deliver notice to the . (e) The Trustee shall have no responsibility for any calculation or determination in respect of the Special Mandatory Redemption and the date upon which the Notes will be redeemed (the “Special Mandatory Redemption Date,” which date shall be no later than the Special Mandatory Redemption End Date). The Trustee will then promptly deliver such notice to each Holder of the Notes at its registered address. Unless the Company defaults in payment of Event or the Special Mandatory Redemption Price, on or any component thereof, and after shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company that states the occurrence of such Special Mandatory Redemption Date, interest will cease to accrue on the Notes Event and the Indenture will be discharged and cease to be of further effect as to all of the Notessuch Special Mandatory Redemption Price.

Appears in 1 contract

Samples: First Supplemental Indenture (General Electric Co)

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