Notice of Optional Redemption Sample Clauses
Notice of Optional Redemption. (a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the applicable Security, the Issuers shall mail or cause to be mailed by first-class mail a notice of redemption to each Holder whose Securities are to be redeemed to such Holder’s registered address or otherwise in accordance with the procedures of the Depository, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture pursuant to Article 8 hereof. Any such notice shall identify the Securities to be redeemed and shall state:
(i) the redemption date;
(ii) the redemption price and the amount of accrued interest to the redemption date;
(iii) the name and address of a Paying Agent;
(iv) that Securities called for redemption must be surrendered to a Paying Agent to collect the redemption price, plus accrued interest;
(v) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts of the particular Securities to be redeemed, the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption;
(vi) that, unless the Issuers default in making such redemption payment or any Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;
(vii) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Securities being redeemed; and
(viii) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number, if any, listed in such notice or printed on the Securities. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed.
(b) At the Issuers’ request, the Trustee shall give the notice of redemp...
Notice of Optional Redemption. Selection of Notes 82 Section 16.03. Payment of Notes Called for Redemption 83 Section 16.04. Restrictions on Redemption 84 MISCELLANEOUS PROVISIONS Section 17.01. Provisions Binding on Company’s Successors 84 Section 17.02. Official Acts by Successor Corporation 84 Section 17.03. Addresses for Notices, Etc. 84 Section 17.04. Governing Law; Jurisdiction 85 Section 17.05. Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee 86 Section 17.06. Legal Holidays 86 Section 17.07. No Security Interest Created 86 Section 17.08. Benefits of Indenture 86 Section 17.09. Table of Contents, Headings, Etc. 87 Section 17.10. Authenticating Agent 87 Section 17.11. Execution in Counterparts 88 Section 17.12. Severability 88 Section 17.13. Waiver of Jury Trial 88 Section 17.14. Force Majeure 88 Section 17.15. Calculations 88 Section 17.16. USA PATRIOT Act 89 Exhibit A Form of Note A-1 INDENTURE dated as of May 2, 2017 between Flexion Therapeutics, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and ▇▇▇▇▇ Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Notice of Optional Redemption. Selection of Notes 91 Section 16.03. Payment of Notes Called for Redemption 93 Section 16.04. Restrictions on Redemption 93
Notice of Optional Redemption. Selection of Notes 20 Section 3.03. Payment of Notes Called for Redemption by the Issuer 21 Section 3.04. Sinking Fund 22 Section 4.01. Payment of Principal, Premium and Interest 22 Section 4.02. Maintenance of Office or Agency 22 Section 4.03. Appointments to Fill Vacancies in Trustee’s Office 23 Section 4.04. Provisions as to Paying Agent 23 Section 4.05. Existence 24 Section 4.06. Reports 24 Section 4.07. Stay, Extension and Usury Laws 25 Section 4.08. Compliance Certificate 25 Section 4.09. Limitations on Incurrence of Debt 26 Section 4.10. Insurance 27 Section 4.11. Additional Interest Notice 27 Section 5.01. Noteholders’ Lists 27 Section 5.02. Preservation and Disclosure of Lists 28 Section 5.03. Reports by Trustee 28 Section 6.01. Events of Default 28
Notice of Optional Redemption. Selection of Notes 67 Section 16.04. Payment of Notes Called for Redemption 68 Section 16.05. Restrictions on Redemption 69 MISCELLANEOUS PROVISIONS Section 17.01. Investments 69 Section 17.02. Provisions Binding on Company’s Successors 69 Section 17.03. Official Acts by Successor Company 69 Section 17.04. Governing Law; Jurisdiction 69 Section 17.05. Legal Holidays 70 Section 17.06. No Security Interest Created 70 Section 17.07. Benefits of Indenture 70 Section 17.08. Table of Contents, Headings, Etc. 70 Section 17.09. Execution in Counterparts 70 Section 17.10. Separability 71 Section 17.11. Waiver of Jury Trial 71 Section 17.12. Force Majeure 71 Section 17.13. Calculations 71 Section 17.14. USA PATRIOT Act 71 Section 17.15. Miscellaneous Amendments Under Base Indenture; Ratification of Base Indenture 72 FIRST SUPPLEMENTAL INDENTURE dated as of May 24, 2016 (this “Supplemental Indenture”), between REPLIGEN CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of May 24, 2016, between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
Notice of Optional Redemption. Notice of redemption will be mailed by first-class mail and in the case of Notes held in book-entry form, by electronic transmission at least 30 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at his or her registered address. Any notice to Holders of Notes of such a redemption pursuant to clause (c) in paragraph 5 needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described in such clause (c), must be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued interest on all Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption. Any redemption or notice of redemption issued pursuant to paragraph 5 may, in the Issuer’s discretion, be subject to one or more conditions precedent.
Notice of Optional Redemption. Notices of optional redemption will be mailed by first-class mail (or in the case of Notes in the form of Global Notes, pursuant to the applicable procedures of DTC) at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. The notice of redemption with respect to a redemption pursuant to Section 3.07(b) of the Indenture and paragraph 5(b) herein need not set forth the Make-Whole Price but only the manner of calculation thereof. The Company will notify the Trustee of the Make-Whole Price with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed.
Notice of Optional Redemption. Notice of optional redemption will be mailed by first-class mail at least 15 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.
Notice of Optional Redemption. Notices of optional redemption will be mailed by first-class mail (or in the case of Notes in the form of Global Notes, pursuant to the applicable procedures of DTC) at least 10 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture with respect to the Notes. The notice of redemption with respect to a redemption pursuant to Section 3.08(b) of the Indenture and paragraph 5(b) herein need not set forth the 2032 Notes Make-Whole Price but only the manner of calculation thereof. Operating LLC will notify the Trustee of the 2032 Notes Make-Whole Price with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation. The actions taken by Operating LLC in calculating the 2032 Make-Whole price shall be conclusive absent manifest error. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000 in excess thereof, unless all of the Notes held by a Holder are to be redeemed.
Notice of Optional Redemption. Notice of intention to redeem any Debentures pursuant to Section 4.1 shall be given by or on behalf of the Issuer to the Holders of the Debentures that are to be redeemed not more than 60 days and not less than 30 days prior to the date fixed for redemption, in the manner provided in Section 15.2, except that redemption notices may be given more than 60 days prior to a redemption date if the notice is issued in connection with a satisfaction and discharge of this Indenture pursuant to Article 12. Notice to Beneficial Holders shall be given by notice published in newspapers in the manner provided for in Section 15.2. The notice of redemption shall state:
(a) the redemption date;
(b) the aggregate principal amount of Debentures called for redemption;
(c) the redemption price;
(d) if any Debenture is being redeemed in part, the portion of the principal amount of such Debenture that is to be redeemed and that, after the redemption date upon surrender of such Debenture, a new Debenture or Debentures in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Debenture; and
(e) in the case of Debentures represented by a Global Certificate, that the redemption shall take place in such manner as may be agreed upon by the Depository, the Debenture Trustees and the Issuer.