Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit). (d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 19 contracts
Sources: Fifteenth Supplemental Indenture (Extra Space Storage Inc.), Supplemental Indenture (Extra Space Storage Inc.), Thirteenth Supplemental Indenture (Extra Space Storage Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 13 contracts
Sources: Supplemental Indenture (Healthcare Realty Holdings, L.P.), Supplemental Indenture (Healthcare Realty Holdings, L.P.), Supplemental Indenture (Healthcare Realty Holdings, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer or the Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Definitive Notes in certificated form to be redeemed (on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary, provided that the unredeemed portion of any Note to be redeemed in minimum denominations of $2,000 and integral multiples of $1,000 part shall remain in excess thereof)a denomination authorized hereunder. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 6 contracts
Sources: Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Registersecurity register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i1) the aggregate principal amount of Notes to be redeemed, ; (ii2) the CUSIP number or numbers of the Notes being redeemed, ; (iii3) the Redemption Date (which shall be a Business Day), ; (iv4) the Redemption Price at which Notes are to be redeemed, ; (v5) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes; and (vi6) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 6 contracts
Sources: Seventh Supplemental Indenture (Invitation Homes Inc.), Fifth Supplemental Indenture (Invitation Homes Inc.), Supplemental Indenture (Invitation Homes Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on in a pro rata basis, by lot or such other method manner it deems fair and appropriate or as required by the Depositary for Global Notesappropriate, subject to Applicable Procedures (in the case of Global Notes)Procedures, the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 6 contracts
Sources: Seventh Supplemental Indenture (Spirit Realty Capital, Inc.), Supplemental Indenture (Spirit Realty Capital, Inc.), Fifth Supplemental Indenture (Spirit Realty, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, ; (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, ; (iii) the Redemption Date (which shall be a Business Day), ; (iv) the Redemption Price at which Notes are to be redeemed, ; (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes; and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Debt Security or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 5 contracts
Sources: Subordinated Indenture (Healthcare Realty Holdings, L.P.), Subordinated Indenture (Healthcare Realty Holdings, L.P.), Senior Indenture (Healthcare Realty Holdings, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it the Redemption Date. The Issuer or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream for communications to Participants and, so long as the Notes are admitted to trading on the Global Exchange Market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2Date, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.03 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will selectTrustee, on a pro rata basis, by lot the Paying Agent or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), Registrar shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof)) as required by Euroclear or Clearstream, as the depositary for the notes, or, if Euroclear and Clearstream prescribes no method of selection, on a pro rata basis, by use of a pool factor. The Notes (or portions thereof) so selected Trustee, the Paying Agent and the Registrar shall not be liable for redemption shall be deemed duly selected for redemption for all purposes hereofany selections of notes made in accordance with this paragraph.
Appears in 5 contracts
Sources: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 5 contracts
Sources: First Supplemental Indenture (Istar Inc.), Second Supplemental Indenture (Rexford Industrial Realty, Inc.), First Supplemental Indenture (Extra Space Storage Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it the Redemption Date. The Issuer or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream for communications to Participants and, so long as the Notes are admitted to trading on the Global Exchange Market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2Date, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.03 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof)) as required by Euroclear or Clearstream, as the depositary for the notes, or, if Euroclear and Clearstream prescribes no method of selection, on a pro rata basis, by use of a pool factor. The Notes (or portions thereof) so selected Trustee, the Paying Agent and the Registrar shall not be liable for redemption shall be deemed duly selected for redemption for all purposes hereofany selections of notes made in accordance with this paragraph.
Appears in 4 contracts
Sources: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days calendar days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten 10 calendar days but not more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes (or portions thereof) to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, select the Notes to be redeemed by lot or such other method as it deems fair and appropriate or or, if applicable, as is required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Sources: Fourth Supplemental Indenture (Phillips Edison & Company, Inc.), Third Supplemental Indenture (Phillips Edison & Company, Inc.), Second Supplemental Indenture (Phillips Edison & Company, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail (or electronic submission transmission) or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or twenty (20) days if the Issuer requests that the Trustee send the notice of redemption, and in each case, such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Sources: Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.18.02, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer less than five Business Days 65 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail provide or cause to be mailed, or sent by electronic transmission, provided a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 30 nor more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Security Register; provided that provided, however, that, if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. .
(b) The noticeRedemption Notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes Redemption Date;
(ii) the Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedand that interest thereon, (iii) if any, shall cease to accrue on and after the Redemption Date (which shall be a Business Day), Date;
(iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(v) the CUSIP, the notice of redemption shall identify the Notes to be redeemed (including CUSIP ISIN or other similar numbers, if any). In , assigned to such Notes; and
(vi) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Sources: Fourth Supplemental Indenture (Radian Group Inc), Third Supplemental Indenture (Radian Group Inc), Second Supplemental Indenture (Radian Group Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company MAALP shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyMAALP, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company MAALP makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyMAALP. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes, and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, MAALP will give the Trustee written notice of the Redemption Date, together with an Officer’s Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company MAALP will deposit with the Paying Agent (or, if the Company MAALP is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company MAALP shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Sources: Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail (or electronic submission transmission) or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or twenty (20) days if the Issuer requests that the Trustee send the notice of redemption, and each case, such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (, on a pro rata basis or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.such other method the Trustee deems fair and appropriate or is required by the
Appears in 3 contracts
Sources: Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall will desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.2 hereof, it shall will fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the Company, shall will mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company makes such request of the Trustee, it shallwill, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall will be prepared by the Company. Such mailing shall will be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall will be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall will not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall will specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall will be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that that, unless the Company defaults in the payment of the redemption price, on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, and if such redemption is subject to the satisfaction of one or more conditions precedent, such notice will state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions will be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions will not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. If fewer than all the Notes are to be redeemed, the notice of redemption shall will identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall will state the portion of the principal amount thereof to be redeemed and shall will state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date, together with an Officer’s Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than five Business Days (or such shorter period of time as may be acceptable to the Trustee) prior to the date notice of redemption is being sent to Holders.
(d) Subject to the satisfaction of any conditions of a conditional redemption, on or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall will be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 4.2(d) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has have no obligation to invest any such deposit).
(de) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis, by lot, or such other method the Trustee deems fair and appropriate or is required by the Depositary; provided, however, that so long as the notes are represented by one or more Global Notes, interests in such Global Notes will be selected for redemption by DTC in accordance with its standard procedures therefor. The Notes (or portions thereof) so selected for redemption shall will be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Sources: Supplemental Indenture (STORE CAPITAL Corp), Supplemental Indenture (STORE CAPITAL Corp), Supplemental Indenture (STORE CAPITAL Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.113.02, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer less than five Business Days 55 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail provide or cause to be mailed, or sent by electronic transmission, provided a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 40 nor more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that provided, however, that, if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The noticeRedemption Date must be a Business Day.
(b) The Redemption Notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes Redemption Date;
(ii) the Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedand that interest thereon, (iii) if any, shall cease to accrue on and after the Redemption Date (which shall be a Business Day), Date;
(iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the 5:00 p.m., New York City time, on the Scheduled Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Cash Amount, if applicable;
(vii) the Conversion Rate and, if applicable, the notice number of redemption shall identify Additional Shares added to the Notes to be redeemed Conversion Rate in accordance with Section 11.03;
(including CUSIP viii) the CUSIP, ISIN or other similar numbers, if any). In , assigned to such Notes; and
(ix) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Sources: Second Supplemental Indenture (Molycorp, Inc.), Second Supplemental Indenture (Molycorp, Inc.), First Supplemental Indenture (Molycorp, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer or the Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Definitive Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Sources: Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method as it deems fair and appropriate or or, if applicable, as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Sources: Fifth Supplemental Indenture (Safehold Inc.), Fourth Supplemental Indenture (Safehold Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof)) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate in accordance with the Applicable Procedures. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Sources: Supplemental Indenture (Digital Realty Trust, L.P.), Supplemental Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, in accordance with the procedures of the Depositary, a notice of such redemption not fewer than ten thirty (30) calendar days but not more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Registersecurity register maintained by the Registrar; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission, in accordance with the procedures of the Depositary. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission transmission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i1) the aggregate principal amount of Notes to be redeemed, ; (ii2) the CUSIP number or numbers of the Notes being redeemed, ; (iii3) the Redemption Date (which shall be a Business Day), ; (iv4) the Redemption Price at which Notes are to be redeemed, ; (v5) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes; and (vi6) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemedredeemed at the Company’s option, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 25 and integral multiples of $1,000 25 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Angel Oak Mortgage REIT, Inc.), First Supplemental Indenture (Angel Oak Mortgage REIT, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it the Redemption Date. The Issuer or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream for communications to Participants and, so long as the Notes are admitted to trading on the Global Exchange Market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2Date, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.04 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof)) as required by Euroclear or Clearstream, as the depositary for the notes, or, if Euroclear and Clearstream prescribes no method of selection, on a pro rata basis, by use of a pool factor. The Notes (or portions thereof) so selected Trustee, the Paying Agent and the Registrar shall not be liable for redemption shall be deemed duly selected for redemption for all purposes hereofany selections of notes made in accordance with this paragraph.
Appears in 2 contracts
Sources: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five two Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or electronically deliver (or otherwise transmit in accordance with the Depositary’s procedures), or cause to be mailed, mailed or sent by electronic transmissionelectronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures), a notice of such redemption not fewer than ten calendar at least 10 days but not more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Registerredeemed; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers and ISIN number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be by first class mail a Business Day), (iv) the Redemption Price (or by electronic transmissionthe method of calculating such Redemption Price) at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that, unless the Issuer defaults in the payment of the Redemption Price, on and after the Redemption Date Interest will cease to accrue on the Notes or portions thereof called for redemption. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). The notice, if sent mailed, electronically delivered or otherwise transmitted in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such . Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of redemption shall specify: (i) the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If not fewer than all 30 days (or such shorter period of time as may be acceptable to the Notes are Trustee) prior to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemedPrice, the Trustee will selecttogether with accrued and unpaid Interest, if any, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof to be redeemed. In the case of a partial redemption, selection of the Global Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in certificated form part. If any Note is to be redeemed (in minimum denominations part only, the notice of $2,000 and integral multiples redemption that relates to the Note will state the portion of $1,000 the principal amount of the Note to be redeemed. A new Note in excess thereof)a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. The For so long as the Notes are held by DTC (or portions thereof) so selected for another Depositary), the redemption of the Notes shall be deemed duly selected for redemption for all purposes hereofdone in accordance with the policies and procedures of the Depositary.
Appears in 2 contracts
Sources: Fifth Supplemental Indenture (Piedmont Office Realty Trust, Inc.), Fourth Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten thirty calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on in a pro rata basis, by lot or such other method manner it deems fair and appropriate or as required by the Depositary for Global Notesappropriate, subject to Applicable Procedures (in the case of Global Notes)Procedures, the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Sources: First Supplemental Indenture (Spirit Realty Capital, Inc.), First Supplemental Indenture (Spirit Realty Capital, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.18.02, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer less than five Business Days 65 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail provide or cause to be mailed, or sent by electronic transmission, provided a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 15 nor more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Security Register; provided that provided, however, that, if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. .
(b) The noticeRedemption Notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes Redemption Date;
(ii) the Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedand that interest thereon, (iii) if any, shall cease to accrue on and after the Redemption Date (which shall be a Business Day), Date;
(iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(v) the CUSIP, the notice of redemption shall identify the Notes to be redeemed (including CUSIP ISIN or other similar numbers, if any). In , assigned to such Notes; and
(vi) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (Radian Group Inc), Sixth Supplemental Indenture (Radian Group Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment payment, and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excludingNotes. Such notice shall also state the current Conversion Rate, the Redemption Date date on which the right to convert such Notes or portions thereof will be paid as specified expire and whether the Company has elected to pay the Net Share Amount in said notice, and that on and after said date interest thereon or on the portion thereof cash pursuant to be redeemed will cease to accrueSection 15.02(c). If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture5.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain earnings on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that of all Notes to be redeemed on such date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 2 contracts
Sources: Indenture (On Semiconductor Corp), Indenture (On Semiconductor Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all oror any part, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five ten (10) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer and provided to the Trustee along with Issuer’s written request to exercise its redemption right. Such mailing of the redemption notice shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes, and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officer’s Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis (random by lot) or as required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Sources: Indenture (Sabra Health Care REIT, Inc.), Indenture (Care Capital Properties, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by first class mail or by electronic transmissionthe Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice and (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Without limiting the generality of the foregoing, whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (instructed in the case of Global Notes), an Issuer Order shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method that the Trustee deems fair and appropriate or that is required by the Depositary. If any Note selected for redemption is submitted for exchange in part after such selection, the portion of $1,000 in excess thereof)such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 2 contracts
Sources: Indenture (Medical Properties Trust Inc), Indenture (Medical Properties Trust Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption (the “Redemption Date”) and it or, at its written request received by the Trustee not fewer than five ten Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice (which notice shall be prepared by the Company) of such redemption (the “Redemption Notice”) is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailedmailed (or, or if The Depository Trust Company is the sole holder of Notes, sent by via electronic transmission, a notice of such redemption mail) the Redemption Notice not fewer than ten 35 calendar days but not nor more than sixty 60 calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount Principal Amount of Notes to be redeemed, ;
(ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, redeemed (if then generally in use);
(iii) the Redemption Date (which shall be a Business Day), ;
(iv) the Redemption Price at which Notes are to be redeemed, ;
(v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes;
(vi) that interest Interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue;
(vii) that the holder has the right to exchange the Notes called for redemption;
(viii) the Exchange Rate on the date of such notice;
(ix) the time and the date on which the right to exchange such Notes or portions thereof into Common Stock will expire; and
(x) that the Company will pay cash for fractional interests in shares of Common Stock, if any, as provided in this Indenture. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount Principal Amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount Principal Amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent (or, if the Company Company, the Issuer or a Subsidiary Guarantors is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange into Common Stock) at the appropriate Redemption PricePrice plus accrued and unpaid interest to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued interest to, but not including, the Redemption Date. Subject to the last sentence of Section 7.05, if any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company, the Issuer or any of the Subsidiary Guarantors, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee has no obligation written notice in the form of an Officers’ Certificate as to invest any the aggregate Principal Amount of Notes to be redeemed not fewer than 10 Business Days (or such deposit)shorter period of time as may be acceptable to the Trustee) prior to the mailing of the Redemption Notice to the holders.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples Principal Amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are not exchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen days next preceding the mailing of a Redemption Notice and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the not exchanged portion of any Note exchanged in part during such period.
Appears in 2 contracts
Sources: Indenture (O Reilly Automotive Inc), Indenture (CSK Auto Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.113.12, it shall fix a date for redemption and it or, at its written request (which may be revoked at any time prior to the time on which the Trustee has given notice to the holders of the Notes) received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state, if applicable, the current Put Value Rate and the date on which the right to put such Notes or portions thereof will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.213.13, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenturetrust) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore put to the Company) at the appropriate Redemption Priceredemption price, together with accrued and unpaid interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 13.13 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued and unpaid interest to, but excluding, the redemption date. If any Note called for redemption is put pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Notes selected for partial redemption are put in excess thereof)part after such selection, the portion of such Note put shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is put in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as have not been put to the Company and are outstanding at the time of redemption, treat as outstanding any Notes put to the Company during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in respect of the unput portion of any Note put to the Company in part during such period.
Appears in 2 contracts
Sources: Indenture (Forest City Enterprises Inc), Indenture (Forest City Enterprises Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar 30 days but not nor more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than 30 days (cor such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price, together with accrued and unpaid Interest, if any, on the Trustee has no obligation Notes or portions thereof to invest any such deposit).
(d) be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereofon a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary.
Appears in 2 contracts
Sources: Indenture (Kilroy Realty, L.P.), Indenture (Kilroy Realty, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five two Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar 15 days but not nor more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Security Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers and ISIN number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price (or the method of calculating such Redemption Price) at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than 30 days (cor such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price, together with accrued and unpaid Interest, if any, on the Trustee has no obligation Notes or portions thereof to invest any such deposit).
(d) be redeemed. If less fewer than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof). The ) on a pro rata basis, by lot or by another method the Trustee deems fair and appropriate, in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances; provided, however, that so long as the Depositary or its nominee is the registered owner of a Global Note, the Notes (or portions thereof) so selected for redemption shall will be deemed duly selected for redemption for all purposes hereofredeemed in accordance with the requirements of the Depositary.
Appears in 2 contracts
Sources: Third Supplemental Indenture (Piedmont Office Realty Trust, Inc.), Second Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee and the Paying Agent not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the TrusteePaying Agent) to the date the notice of redemption is to be sentmailed, the Trustee Paying Agent in the name of and at the expense of the Company, shall mail or cause to be mailedmailed (or in the case of Notes held in book-entry form, or sent by electronic transmission, shall electronically transmit) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Security Register; provided that if the Company makes such request of the TrusteePaying Agent, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release through Dow ▇▇▇▇▇ & Company, Inc., Bloomberg Business News or PR Newswire or a substantially equivalent financial news organization announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The Company shall also publish that information in a newspaper of general circulation in The City of New York, or on its web site, or through such other public medium as it deems appropriate at that time. The failure to issue any such press release to publish such information or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)Date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes, and (vi) that interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than fifteen (c15) calendar days prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price, together with accrued interest to the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged Price; provided, however, that neither the Trustee has no obligation nor the Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed to invest any such deposit).
(d) with the Company in writing. If less than all of the outstanding Outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and 25 or integral multiples of $1,000 25 in excess thereof) (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (b) if the Notes are Global Notes but are not listed on any national securities exchange, by lot or by such other similar method in accordance with the procedures of DTC and (c) if the Notes are not listed on any national securities exchange and are not Global Notes, on a pro rata basis (to the extent practicable). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Sources: Second Supplemental Indenture (KKR Financial Holdings LLC), First Supplemental Indenture (KKR Financial Holdings LLC)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice and (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any monies deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. If any Note selected for redemption is submitted for exchange pursuant to Article 13 in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Sources: Indenture (BioMed Realty Trust Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption (the “Redemption Date”) and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice (which notice shall be prepared by the Company) of such redemption (the “Redemption Notice”) is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption mailed the Redemption Notice not fewer than ten twenty calendar days but not nor more than sixty calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount Principal Amount of Notes to be redeemed, ;
(ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, ;
(iii) the Redemption Date (which shall be a Business Day), ;
(iv) the Redemption Price at which Notes are to be redeemed, ;
(v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes;
(vi) that interest Interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue;
(vii) that the holder has the right to convert the Notes called for redemption;
(viii) the Conversion Rate on the date of such notice;
(ix) the time and the date on which the right to convert such Notes or portions thereof into Common Stock will expire; and
(x) that the Company will pay cash for fractional interests in shares of Common Stock, if any, as provided in this Indenture. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount Principal Amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount Principal Amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent (or, if the Company or the Subsidiary Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture5.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption PricePrice plus accrued and unpaid interest to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued interest to, but not including, the Redemption Date. Subject to the last sentence of Section 8.05, if any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company or the Subsidiary Guarantor, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee has no obligation written notice in the form of an Officers’ Certificate not fewer than thirty days (or such shorter period of time as may be acceptable to invest any such deposit)the Trustee) prior to the Redemption Date as to the aggregate Principal Amount of Notes to be redeemed.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples Principal Amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen days next preceding the mailing of a Redemption Notice and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Sources: Indenture (Ryerson Tull Inc /De/)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five two Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar 30 days but not nor more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers and ISIN number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price (or the method of calculating such Redemption Price) at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than 30 days (cor such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price, together with accrued and unpaid Interest, if any, on the Trustee has no obligation Notes or portions thereof to invest any such deposit).
(d) be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof)) on a pro rata basis, by lot or by another method the Trustee deems fair and appropriate, in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances; provided, however, that so long as the Depositary or its nominee is the registered owner of a Global Note, the Notes will be redeemed in accordance with the requirements of the Depositary. The For purposes of clarity, pro rata means that no distinction shall be made between Restricted Notes, Exchange Securities and any other Notes in selecting Notes (or portions thereof) so selected for redemption shall to be deemed duly selected for redemption for all purposes hereofredeemed.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all of the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer or the Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all of the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Definitive Notes in certificated form to be redeemed (on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary, provided that the unredeemed portion of any Note to be redeemed in minimum denominations of $2,000 and integral multiples of $1,000 part shall remain in excess thereof)a denomination authorized hereunder. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Indenture (Essex Portfolio Lp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption (the "REDEMPTION DATE") and it or, at its written request received by the Trustee not fewer than five ten Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice (which notice shall be prepared by the Company) of such redemption (the "REDEMPTION NOTICE") is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption mailed the Redemption Notice not fewer than ten 35 calendar days but not nor more than sixty 60 calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount Principal Amount of Notes to be redeemed, ;
(ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, redeemed (if then generally in use);
(iii) the Redemption Date (which shall be a Business Day), ;
(iv) the Redemption Price at which Notes are to be redeemed, ;
(v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes;
(vi) that interest Interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue;
(vii) that the holder has the right to exchange the Notes called for redemption;
(viii) the Exchange Rate on the date of such notice;
(ix) the time and the date on which the right to exchange such Notes or portions thereof into Common Stock will expire; and
(x) that the Company will pay cash for fractional interests in shares of Common Stock, if any, as provided in this Indenture. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount Principal Amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount Principal Amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent (or, if the Company Company, the Issuer or a Subsidiary Guarantors is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange into Common Stock) at the appropriate Redemption PricePrice plus accrued and unpaid interest to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued interest to, but not including, the Redemption Date. Subject to the last sentence of Section 7.05, if any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company, the Issuer or any of the Subsidiary Guarantors, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee has no obligation written notice in the form of an Officers' Certificate as to invest any the aggregate Principal Amount of Notes to be redeemed not fewer than 10 Business Days (or such deposit)shorter period of time as may be acceptable to the Trustee) prior to the mailing of the Redemption Notice to the holders.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples Principal Amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are not exchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen days next preceding the mailing of a Redemption Notice and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the not exchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Sources: Indenture (CSK Auto Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentdelivered to the Holders, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date (except that notice of redemption may be given more than sixty (60) calendar days prior to a Redemption Date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture) to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing delivery shall be by first class mail or by electronic transmissionmade through the facilities of the Depositary. The notice, if sent in delivered through the manner herein providedfacilities of the Depositary, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Notice of any redemption may, in the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption will describe each such condition and, if applicable, will state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied or waived, 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 or waived. If any condition precedent provided for in the notice of redemption has not been satisfied following delivery of such notice pursuant to this Section 3.02, the Issuer shall notify the Trustee in writing prior to the close of business two (2) Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice by the Trustee, (i) the notice of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or delayed as provided in such notice; and (ii) the Trustee shall deliver such notice to each Holder in the same manner in which the notice of redemption was given. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, and (vii) any conditions precedent to such redemption. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice five (c5) Business Days (or such shorter period of time as may be acceptable to the Trustee) prior to when the date notice of the redemption is due to applicable Holders, together with an Officers’ Certificate with the information in set forth in the immediately preceding paragraph and shall authorize and direct the Trustee to post the notice of redemption to applicable Holders. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. On or prior to the Redemption Date, the Issuer will give the Trustee has no obligation an Officers’ Certificate and Opinion of Counsel each stating that all conditions precedent to invest any such deposit).
(d) Redemption have been satisfied and the Officers’ Certificate shall also authorize and direct the Trustee to apply the redemption funds towards the redemption of the Notes on the Redemption Date. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Definitive Notes), the Trustee shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or, in the case of Global Notes, in accordance with the policies and procedures as is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Indenture (AFC Gamma, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption Redemption Date and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Security Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will shall be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will shall be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will shall cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will Issuer shall deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 311 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will shall select, on a pro rata basis, by lot or such other method as it deems fair and appropriate or or, if applicable, as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Second Supplemental Indenture (Americold Realty Trust)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice and (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.the
Appears in 1 contract
Sources: Indenture (First Industrial Lp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not fifty-five (55) Scheduled Trading Days nor more than sixty calendar days seventy-five (75) Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice, (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire and (x) either (1) the Issuer will not withhold under Section 1445 of the Code in connection with such exchange, or (2) the Issuer will withhold under Section 1445 of the Code in connection with such exchange if (a) the Issuer, after reasonable efforts, believes that the Guarantor is not, or has not been able to determine whether the Guarantor is, a “domestically controlled qualified investment entity” as defined in Section 897(h) of the Code, or (b) there has been a change in relevant law, facts, or circumstances such that the Issuer, after reasonable efforts, believes that it is appropriate to withhold under Section 1445 of the Code, unless another exception to withholding is available at such time. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifty-five (c55) Scheduled Trading Days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. If any Note selected for redemption is submitted for exchange in part after such selection, the portion of $1,000 in excess thereof)such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may, but will not be required to, solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may, but will not be required to, treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Sources: Indenture (Kilroy Realty Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the RegisterNote register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, also shall give substantially concurrent written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.03, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentthe paying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.16) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.03 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued interest to, but excluding, the redemption date. Whenever any Notes are to be redeemed pursuant to Section 3.01, the Company will give the Trustee has no obligation written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such shorter period of time as may be acceptable to invest any such deposit).
(dthe Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 (euro)1,000 or multiples thereof) by lot, in compliance with the requirements, as certified to it by the Company, of the principal national securities exchange on which the Notes are listed or, if the Notes are not listed on a national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and integral multiples appropriate; provided that no Notes of $1,000 (euro)1,000 in excess thereof)principal amount or less shall be redeemed in part. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Indenture (Agco Corp /De)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream Banking for communications to Participants and, so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the regulated market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.03, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.03 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and £100,000 or integral multiples of $£1,000 in excess thereof)) by lot, on a pro rata basis by use of a pool factor or by another method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice and (ix) the time and date on which the right to convert such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer shall give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will Issuer shall deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate redemption price, together with accrued interest to, but excluding, the Redemption PriceDate; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the redemption price and accrued interest to, but excluding, the Redemption Price (it being acknowledged that Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption in excess thereof)part is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period in which Notes are selected for redemption.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the RegisterNote register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers (if any) of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price redemption price and accrued interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed pursuant to Section 3.01, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (it being acknowledged 45) days (or such shorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed, the date fixed for redemption and certifying that the Trustee has no obligation to invest any such deposit).
(d) Closing Sale Price of the Common Stock of the Company exceeds 140% of the Conversion Price for the number of Trading Days as and when required by Section 3.01. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Sources: Indenture (Standard Management Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.02, it shall fix a date for redemption (the “Redemption Date”) and it or, at its the written request of the Company received by the Trustee not fewer than five Business Days thirty (30) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentRedemption Date, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption (a “Redemption Notice”) not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date to each Holder of Notes Noteholder to be redeemed at its last address as the same appears on the Note Register; provided provided, that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note Noteholder designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption Redemption Notice shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest Interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. The Redemption Notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Stock pursuant to Section 9.01(a)(ii) shall expire. The Redemption Notice shall also specify, with respect to any such conversions of Notes, whether it elects to satisfy the portion of the Daily Conversion Value in excess of $62.50 in cash or in shares of Common Stock. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.03, the Company will deposit with the Trustee or with one or more Paying Agent Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenturetrust) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 4.2 3.03(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued Interest to, but excluding, the Redemption Date. Notwithstanding the last sentence of Section 605 of the Original Indenture, if any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation or any Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than thirty (30) days (or such deposit)shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date as to the aggregate principal amount of Notes to be redeemed.
(d) If less than all of the outstanding Outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the Outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a Redemption Notice and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.1 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty-five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Registerregister; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first first-class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date; provided, however, that in the event the Company requests that the Trustee send notice of redemption to Holders, such written notice of the Redemption Date from the Company will be provided to the Trustee not fewer than twenty (20) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depository. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five two Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar 30 days but not nor more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Security Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers and ISIN number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price (or the method of calculating such Redemption Price) at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than 30 days (cor such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price, together with accrued and unpaid Interest, if any, on the Trustee has no obligation Notes or portions thereof to invest any such deposit).
(d) be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof). The ) on a pro rata basis, by lot or by another method the Trustee deems fair and appropriate, in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances; provided, however, that so long as the Depositary or its nominee is the registered owner of a Global Note, the Notes (or portions thereof) so selected for redemption shall will be deemed duly selected for redemption for all purposes hereofredeemed in accordance with the requirements of the Depositary.
Appears in 1 contract
Sources: First Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not twenty-three (23) Scheduled Trading Days nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by first class mail or by electronic transmissionthe Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Applicable Exchange Rate on the date of such notice, (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire and (x) whether the Company has determined that it is not a “domestically controlled investment entity” as defined in Section 897 of the Internal Revenue Code and, therefore, will withhold under Section 1445 of the Internal Revenue Code unless the non-U.S. Noteholder would not be treated as having owned (under all applicable rules for direct, indirect, and constructive ownership) more than five percent of the fair market value of the Common Stock during the applicable testing period. If fewer than all Without limiting the generality of the foregoing, whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of redemption shall identify the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed redeemed, not fewer than 5 Business Days prior (including CUSIP numbers, if any). In case any Note is or such shorter period of time as may be acceptable to be redeemed in part only, the Trustee) to the date the notice of redemption shall state the portion of the principal amount thereof is to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) mailed. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture6.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (instructed in the case of Global Notes), an Issuer Order shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method that the Trustee deems fair and appropriate. Global Notes shall be selected in accordance with the standard procedures of $1,000 the Depositary. If any Note selected for redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Sources: Indenture (Sl Green Realty Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.18.02, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer less than five Business Days 65 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail provide or cause to be mailed, or sent by electronic transmission, provided a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 30 nor more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Security Register; provided that provided, however, that, if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. .
(b) The noticeRedemption Notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes Redemption Date;
(ii) the Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedand that interest thereon, (iii) if any, shall cease to accrue on and after the Redemption Date (which shall be a Business Day), Date;
(iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(v) the CUSIP, the notice of redemption shall identify the Notes to be redeemed (including CUSIP ISIN or other similar numbers, if any). In , assigned to such Notes; and
(vi) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior to the . A Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Notice shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)irrevocable.
(d) If less fewer than all of the outstanding Notes are to be redeemed and the Notes are in the form of Global Notes, the Depositary will select the Notes to be redeemed. If fewer than all of the outstanding Notes are to be redeemed and the Notes are in the form of Physical Notes, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and or integral multiples of $1,000 in excess thereof). The Notes () by lot, on a pro rata basis or portions thereof) so selected for redemption shall by another method the Trustee considers to be deemed duly selected for redemption for all purposes hereoffair and appropriate.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten (10) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream Banking for communications to Participants and, so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the regulated market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and £100,000 or integral multiples of $£1,000 in excess thereof)) by lot, on a pro rata basis by use of a pool factor or by another method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee and the Paying Agent not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the TrusteePaying Agent) to the date the notice of redemption is to be sentdelivered, the Trustee Paying Agent in the name of and at the expense of the Company, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Security Register, so long as the information required by this Section 3.02 is provided to the Paying Agent at the time the Paying Agent is given the notice pursuant to this Section 3.02; provided that if the Company makes such request of the TrusteePaying Agent, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing delivery shall be effected by first class mail or by electronic transmissionor, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. The notice, if sent delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give deliver such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the delivery of any such notice of redemption, the Company shall issue a press release through Dow ▇▇▇▇▇ & Company, Inc., Bloomberg Business News or PR Newswire or a substantially equivalent financial news organization announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The Company shall also publish that information in a newspaper of general circulation in The City of New York, or on its web site, or through such other public medium as it deems appropriate at that time. The failure to issue any such press release to publish such information or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)Date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes, and (vi) that interest accrued and unpaid to, but excludingnot including, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, as provided in Section 3.03. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than fifteen (c15) calendar days prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price, together with accrued interest to the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged Price; provided, however, that neither the Trustee has no obligation nor the Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed to invest any such deposit).
(d) with the Company in writing. If less than all of the outstanding Outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and 25 or integral multiples of $1,000 25 in excess thereof) (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (b) if the Notes are Global Notes but are not listed on any national securities exchange, by lot or by such other similar method in accordance with the procedures of the Depositary and (c) if the Notes are not listed on any national securities exchange and are not Global Notes, on a pro rata basis (to the extent practicable). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.1 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Registerregister; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depository. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten (10) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate in accordance with the Applicable Procedures; provided that for so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Supplemental Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption (the "Redemption Date") and it or, at its written request (which request must include the information listed in Section 3.02(b) and be received by the Trustee not fewer than thirty-five Business Days (35) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentRedemption Date), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption (a "Redemption Notice") not fewer than ten calendar days but not twenty (20) nor more than sixty calendar (60) days prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest Interest accrued and unpaid to, up to but excluding, not including the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Shares will expire. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar number or numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.02, the Company will deposit with the Trustee or with one or more Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) Agents an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Shares) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 4.2 3.02(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. Subject to the last sentence of Section 7.05, if any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation or any Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Company will give the Trustee will select, on a pro rata basis, by lot written notice in the form of an Officers' Certificate not fewer than thirty-five (35) days (or such other method it deems fair and appropriate or shorter period of time as required by may be acceptable to the Depositary for Global Trustee) prior to the Redemption Date as to the aggregate principal amount of Notes to be redeemed.
(d) If the Company opts to redeem less than all of the Outstanding Notes, subject the Trustee shall select or cause to Applicable Procedures (in the case of Global Notes), be selected the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or whole multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the Outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and Outstanding at the time of redemption, treat as Outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a Redemption Notice and may (but need not) treat as Outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Sources: Indenture (Xoma LTD /De/)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Registersecurity register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i1) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.;
Appears in 1 contract
Sources: Third Supplemental Indenture (Invitation Homes Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers' Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty-five (c35) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Indenture (Lexington Realty Trust)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, ; (ii) the CUSIP number or numbers of the Notes being redeemed, ; (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), ; (iv) the Redemption Price redemption price at which Notes are to be redeemed, ; (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes; (viiv) that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue; (vii) that the holder has a right to convert the Notes called for redemption; (viii) the Conversion Rate on the date of such notice; and (ix) the time and date on which the right to convert such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer shall give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.2, the Company will Issuer shall deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.4) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate redemption price, together with accrued interest to the Redemption PriceDate; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.2 in excess of amounts required hereunder to pay the redemption price and accrued interest to the Redemption Price (it being acknowledged that Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption in excess thereof)part is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period in which Notes are selected for redemption.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it the Redemption Date. The Issuer or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream for communications to Participants and, so long as the Notes are admitted to trading on the Global Exchange Market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2Date, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.03 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 £100,000 and integral multiples of $£1,000 in excess thereof)) as required by Euroclear or Clearstream, as the depositary for the notes, or, if Euroclear and Clearstream prescribes no method of selection, on a pro rata basis, by use of a pool factor. The Notes (or portions thereof) so selected Trustee, the Paying Agent and the Registrar shall not be liable for redemption shall be deemed duly selected for redemption for all purposes hereofany selections of notes made in accordance with this paragraph.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days calendar days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.excess
Appears in 1 contract
Sources: First Supplemental Indenture (Phillips Edison Grocery Center Operating Partnership I, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Indenture (BioMed Realty Trust Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice, (ix) that Holders who wish to exchange Notes must comply with the limitations on ownership specified in Section 13.11 and (x) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any monies deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 in excess or multiples thereof), on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. If any Note selected for redemption is submitted for exchange pursuant to Article 13 in part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the sending of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Sources: Indenture (BioMed Realty Trust Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, ; (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, ; (iii) the Redemption Date (which shall be a Business Day), ; (iv) the Redemption Price at which Notes are to be redeemed, ; (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes; and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Indenture (Healthcare Trust of America Holdings, LP)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentdelivered, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionIssuer. The notice, if sent delivered in the manner herein provided, shall be conclusively presumed to have been duly givendelivered, whether or not the Holder receives such notice. In any case, failure to give deliver such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the delivery of any such notice of redemption, the Issuer shall issue a press release announcing such redemption or post notice of such redemption on its website or otherwise distribute a notice through such public medium as the Issuer deems appropriate, the form and content of which press release or notice shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or notice or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice, (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire, and (x) either (aa) the Issuer will not withhold under Section 1445 of the Code in connection with such exchange, or (bb) the Issuer, after reasonable efforts, believes that the Guarantor is not, or has not been able to determine whether it is, “a domestically controlled qualified investment entity” as defined in Section 897(h) of the Code and, therefore, will withhold under Section 1445 of the Code in connection with such exchange unless another exception to withholding is available at such time. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled If any Note called for redemption is exchanged pursuant hereto prior to retain such Redemption Date, any interest, yield or gain on amounts money deposited with the Paying Agent pursuant or so segregated and held in trust for the redemption of such Note shall be paid to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Issuer or, if then held by the Trustee has no obligation to invest any Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. If any Note selected for redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the delivery of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the delivery of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Sources: Indenture (Extra Space Storage Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar 30 days but not nor more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than 30 days (cor such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price, together with accrued and unpaid Interest, if any, on the Trustee has no obligation Notes or portions thereof to invest any such deposit).
(d) be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. For purposes of $1,000 clarity, pro rata means that no distinction shall be made between Restricted Notes, Exchange Securities and any other Notes in excess thereof). The selecting Notes (or portions thereof) so selected for redemption shall to be deemed duly selected for redemption for all purposes hereofredeemed.
Appears in 1 contract
Sources: Indenture (Kilroy Realty Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the RegisterNote register; provided PROVIDED that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentthe paying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided PROVIDED that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed pursuant to Section 3.01, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Sources: Indenture (Jetblue Airways Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest Interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Ordinary Shares will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture5.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Ordinary Shares) at the appropriate Redemption Priceredemption price, together with accrued and unpaid Interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued and unpaid Interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Sources: Indenture (Amdocs LTD)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment payment, and that payment will be made upon presentation and surrender of such Notes. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date or portions thereof into Common Stock will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrueexpire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture5.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Sources: Indenture (On Semiconductor Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five two Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or electronically deliver (or otherwise transmit in accordance with the Depositary’s procedures), or cause to be mailed, mailed or sent by electronic transmissionelectronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures), a notice of such redemption not fewer than ten calendar at least 10 days but not more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Registerredeemed; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionIssuer. The notice, if sent mailed, electronically delivered or otherwise transmitted in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: :
(i) the aggregate principal amount of Notes to be redeemed, ;
(ii) the CUSIP number or numbers of the Notes being redeemed, ;
(iii) the Redemption Date (which shall be a Business Day), ;
(iv) the Redemption Price (or the method of calculating such Redemption Price) at which Notes are to be redeemed, ;
(v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes; and
(vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on that, unless the portion thereof to be redeemed will cease to accrue. If fewer than all Issuer defaults in the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion payment of the principal amount thereof to be redeemed and shall state thatRedemption Price, on and after the Redemption Date, upon surrender of such Note, a new Note Date Interest will cease to accrue on the Notes or Note in principal amount equal to the unredeemed portion portions thereof will be issuedcalled for redemption.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.2, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 311 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all In the case of a partial redemption, selection of the outstanding Notes are to for redemption will be redeemed, the Trustee will select, on a made pro rata basisrata, by lot or by such other method it as the Trustee in its sole discretion deems fair appropriate and appropriate fair. No Notes of a principal amount of $2,000 or as required by less will be redeemed in part. If any Note is to be redeemed in part only, the Depositary for Global Notes, subject notice of redemption that relates to Applicable Procedures (the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the case name of Global Notesthe Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another Depositary), the Notes or portions thereof redemption of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereofdone in accordance with the policies and procedures of the Depositary.
Appears in 1 contract
Sources: First Supplemental Indenture (Cousins Properties Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by first class mail or by electronic transmissionthe Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said noticenotice (except to the extent paid to the Holder on the Record Date as provided above), and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice and (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Without limiting the generality of the foregoing, whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (instructed in the case of Global Notes), an Issuer Order shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method that the Trustee deems fair and appropriate or that is required by the Depositary. If any Note selected for redemption in part is submitted for exchange in part after such selection, the portion of $1,000 in excess thereof)such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall will desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.2 hereof, it shall will fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the Company, shall will mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten (10) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes (with a copy to the Trustee if delivered by the Company) so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company makes such request of the Trustee, it shallwill, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall will be prepared by the Company. Such mailing shall will be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall will be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall will not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall will specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall will be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that that, unless the Company defaults in the payment of the redemption price, on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, and if such redemption is subject to the satisfaction of one or more conditions precedent, such notice will state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions will be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions will not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. If fewer than all the Notes are to be redeemed, the notice of redemption shall will identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall will state the portion of the principal amount thereof to be redeemed and shall will state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date, together with an Officer’s Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than five Business Days (or such shorter period of time as may be acceptable to the Trustee) prior to the date notice of redemption is being sent to Holders.
(d) Subject to the satisfaction of any conditions of a conditional redemption, on or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall will be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 4.2(d) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has have no obligation to invest any such deposit).
(de) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis, by lot, or such other method the Trustee deems fair and appropriate or is required by the Depositary; provided, however, that so long as the notes are represented by one or more Global Notes, interests in such Global Notes will be selected for redemption by DTC in accordance with its standard procedures therefor. The Notes (or portions thereof) so selected for redemption shall will be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.1 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Registerregister; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first first-class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depository. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentdelivered, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionIssuer. The notice, if sent delivered in the manner herein provided, shall be conclusively presumed to have been duly givendelivered, whether or not the Holder receives such notice. In any case, failure to give deliver such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the delivery of any such notice of redemption, the Issuer shall issue a press release announcing such redemption or post notice of such redemption on its website or otherwise distribute a notice through such public medium as the Issuer deems appropriate, the form and content of which press release or notice shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or notice or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice, (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire, and (x) either (aa) the Issuer will not withhold under Section 1445 of the Code in connection with such exchange, or (bb) the Issuer, after reasonable efforts, believes that the Guarantor is not, or has not been able to determine whether it is, a “domestically controlled qualified investment entity” as defined in Section 897(h) of the Code and, therefore, will withhold under Section 1445 of the Code in connection with such exchange unless another exception to withholding is available at such time. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled If any Note called for redemption is exchanged pursuant hereto prior to retain such Redemption Date, any interest, yield or gain on amounts money deposited with the Paying Agent pursuant or so segregated and held in trust for the redemption of such Note shall be paid to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Issuer or, if then held by the Trustee has no obligation to invest any Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. If any Note selected for redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the delivery of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the delivery of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Sources: Indenture (Pennsylvania Real Estate Investment Trust)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream Banking for communications to Participants and, so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the regulated market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.03, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.03 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will selectTrustee, on a pro rata basis, by lot the Paying Agent or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), Registrar shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and €100,000 or integral multiples of $€1,000 in excess thereof)) as required by the Depositary or, if the Depositary prescribes no method of selection, on a pro rata basis. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the RegisterNote register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed pursuant to Section 3.01, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Sources: Indenture (Airtran Airways Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part part, of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the RegisterNote register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date and the aggregate principal amount to be redeemed to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and that the right to convert such Notes or portions thereof into Common Stock will expire at the close of business of the Business Day immediately preceding the redemption date. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all of the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued and unpaid interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued and unpaid interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Company upon its written request, or, if then held by the Company, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Sources: Indenture (Triarc Companies Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.2 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the Company, shall mail Table of Contents (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, and if such redemption is subject to the satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s 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 Redemption Date, or by the Redemption Date so delayed. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than twenty (20) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date.
(d) Subject to the satisfaction of any conditions of a conditional redemption, on or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.The
Appears in 1 contract
Sources: Supplemental Indenture (Hudson Pacific Properties, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmissiontransmission (or otherwise transmitted in accordance with the Depositary’s procedures), a notice of such redemption not fewer than ten (10) calendar days but not more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Registersecurity register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i1) the aggregate principal amount of Notes to be redeemed, ; (ii2) the CUSIP number or numbers of the Notes being redeemed, ; (iii3) the Redemption Date (which shall be a Business Day), ; (iv4) the Redemption Price at which Notes are to be redeemed, ; (v5) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes; and (vi6) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all In the case of a partial redemption, selection of the outstanding Notes are to for redemption will be redeemed, the Trustee will select, on a made pro rata basisrata, by lot or by such other method it as the Trustee in its sole discretion deems fair appropriate and appropriate fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as required the Notes are held by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notesor another depositary), the Notes or portions thereof redemption of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereofdone in accordance with the policies and procedures of the Depositary.
Appears in 1 contract
Sources: Second Supplemental Indenture (Broadstone Net Lease, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of 2020 Notes or 2025 Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrueaccrue and (vii) whether the notice is conditional upon or subject to the happening of any event. If a notice is conditional upon or subject to the happening of any event and such event or events do not occur, the Company shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than five (5) calendar days prior to the Redemption Date to each Holder of Notes stating that such notice has been revoked. If fewer than all the 2020 Notes or 2025 Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any 2020 Note or 2025 Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding 2020 Notes or 2025 Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by shall select Notes of the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes applicable series or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 in excess or multiples thereof)) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, ; (ii) the CUSIP number or numbers of the Notes being redeemed, ; (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), ; (iv) the Redemption Price redemption price at which Notes are to be redeemed, ; (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes; (viiv) that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue; (vii) that the holder has a right to convert the Notes called for redemption; (viii) the Conversion Rate on the date of such notice; and (ix) the time and date on which the right to convert such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer shall give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will Issuer shall deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate redemption price, together with accrued interest to the Redemption PriceDate; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the redemption price and accrued interest to the Redemption Price (it being acknowledged that Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption in excess thereof)part is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period in which Notes are selected for redemption.
Appears in 1 contract
Sources: Indenture (RAIT Financial Trust)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.1 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail send or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Registerregister; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing notice shall be by first first-class mail or by electronic transmissiondelivery in PDF format. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate and as is required by the Depository. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentdelivered to the Holders, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date (except that notice of redemption may be given more than sixty (60) calendar days prior to a Redemption Date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture) to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing delivery shall be by first class mail or by electronic transmissionmade through the facilities of the Depositary. The notice, if sent in delivered through the manner herein providedfacilities of the Depositary, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Notice of any redemption may, in the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption will describe each such condition and, if applicable, will state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied or waived, 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 or waived. If any condition precedent provided for in the notice of redemption has not been satisfied following delivery of such notice pursuant to this Section 3.02, the Issuer shall notify the Trustee in writing prior to the close of business two (2) Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice by the Trustee, (i) the notice of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or delayed as provided in such notice; and (ii) the Trustee shall deliver such notice to each Holder in the same manner in which the notice of redemption was given. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate, the date on which the right to convert such Notes or portions thereof into Common Stock will expire and whether the Company has elected to pay cash in lieu of delivery of any shares of Common Stock on such conversion and, if so, the portion of the Conversion Rate to be so paid in cash, which may be all or any portion thereof; provided that the Company will pay cash for fractional interests in shares of Common Stock as provided herein. If the Company elects to pay in cash, the amount of cash per $1,000 principal amount of Notes shall equal (x) the Applicable Stock Price multiplied by (y) the Conversion Rate in effect on the conversion date, as provided in Section 16.01(c). If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture6.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the redemption date, together with an Officers' Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (30) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption Redemption Date and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Security Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 311 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method as it deems fair and appropriate or or, if applicable, as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: First Supplemental Indenture (Americold Realty Trust)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Registersecurity register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemedredeemed at the Company’s option, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed by lot, subject to Applicable Procedures (in the case of Global Notes), in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: First Supplemental Indenture (Essential Properties Realty Trust, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyCompany and provided to the Trustee. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not twenty-three (23) Scheduled Trading Days nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by first class mail or by electronic transmissionthe Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Applicable Exchange Rate on the date of such notice, (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire and (x) whether the Company has determined that it is not a “domestically controlled investment entity” as defined in Section 897 of the Internal Revenue Code and, therefore, will withhold under Section 1445 of the Internal Revenue Code unless a non-U.S. Noteholder would not be treated as having owned (under all applicable rules for direct, indirect, and constructive ownership) more than five percent of the fair market value of the Common Stock during the applicable testing period. If fewer than all Without limiting the generality of the foregoing, whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of redemption shall identify the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed redeemed, not fewer than 5 Business Days prior (including CUSIP numbers, if any). In case any Note is or such shorter period of time as may be acceptable to be redeemed in part only, the Trustee) to the date the notice of redemption shall state the portion of the principal amount thereof is to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) mailed. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture5.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (instructed in the case of Global Notes), an Issuer Order shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method that the Trustee deems fair and appropriate. Global Notes shall be selected in accordance with the standard procedures of $1,000 the Depositary. If any Note selected for redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice and (ix) the time and date on which the right to convert such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer shall give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will Issuer shall deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate redemption price, together with accrued interest to the Redemption PriceDate; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the redemption price and accrued interest to the Redemption Price (it being acknowledged that Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption in excess thereof)part is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period in which Notes are selected for redemption.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1501, 501-1 or 501-2 hereof, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer than fourty-five Business Days prior (45) days (or such shorter period of time as may be acceptable to the Trustee) prior to the date the notice of redemption is to be sentdelivered, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar days (60) days, in the case of a redemption pursuant to Section 501-1 hereof, or not fewer than twenty (20) nor more than forty (40) days, in the case of a redemption pursuant to Section 501 or 501-2 prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Security Register; provided that if the Company makes Issuer shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall be irrevocable and shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice, (ix) the time and date on which the right to convert such Notes or portions thereof will expire, (x) the method of calculating the number of ADSs to be delivered to the Holder upon conversion pursuant to Article Five of this First Supplemental Indenture with respect to any conversions made prior to the Redemption Date (xi) that the Issuer will pay cash for fractional interests in Ordinary Shares, if any, as provided in this First Supplemental Indenture with respect to any conversions made prior to the Redemption Date and (xii) in case of a redemption pursuant to Section 501-2 hereof, that each Holder will have the right to elect that its Notes should not be redeemed and that the Issuer shall thereafter have no obligation to pay Additional Amounts in respect of any payments on the Notes after the due date set for such redemption and payment of any amount on the Notes shall be subject to the deduction or withholding of the taxation to be withheld. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2502, the Company Issuer will deposit with the Trustee or with one or more Paying Agent Agents (or, if the Company Issuer is acting as its own the Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 1003 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Ordinary Shares) at the appropriate Redemption Price, together with accrued interest and Additional Amounts, if any, to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 4.2 502 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued interest to, but excluding, the Redemption Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation or any Paying Agent or so segregated and held in trust for the redemption of such Note and accrued interest thereon to, but excluding, the Redemption Date shall be paid to invest the Issuer upon its written request, or, if then held by the Issuer, shall be discharged from such trust. Whenever any Notes are to be redeemed pursuant to Section 501, 501-1 or 501-2 hereof, the Issuer will give the Trustee written notice in the form of an Officers’ Certificate not fewer than forty-five (45) days (or such deposit)shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date as to the aggregate principal amount of Notes to be redeemed.
(d) If In the event that less than all of the outstanding Notes are to be redeemedredeemed pursuant to a redemption at the option of the Issuer, selection of the Notes for redemption will be made by the Trustee will selectin compliance with the rules of the national securities exchange, if any, on which the Notes are then listed or, if the Notes are not then listed, on a pro rata basis, by lot or by such other method it deems as the Trustee shall deem fair and appropriate or as required by the Depositary appropriate; provided, however, that no Notes of a principal amount of less than $100,000 shall be redeemed in part. If any Note selected for Global Notes, subject to Applicable Procedures (partial redemption is submitted for conversion in the case of Global Notes)part after such selection, the Notes or portions thereof portion of the Global Notes or the Notes in certificated form such Note submitted for conversion shall be deemed (so far as may be possible) to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof)the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption.
(e) Upon any redemption of less than all of the Outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and Outstanding at the time of redemption, treat as Outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as Outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request (which may be revoked at any time prior to the time on which the Trustee has given notice to the holders of the Notes) received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with, or promptly following, the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes Notes, that Interest and (vi) that interest Additional Amounts, if any, accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest Interest and Additional Amounts, if any, thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes pursuant to Article 17 will expire. If fewer than all the Outstanding Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture6.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion pursuant to Article 17) at the appropriate Redemption Priceredemption price, together with accrued and unpaid Interest and Additional Amounts, if any, to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued and unpaid Interest and Additional Amounts, if any, to, but excluding, the redemption date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Outstanding Notes are to be redeemed, the Trustee will selectshall select the Notes to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis, basis or by lot or such other another method it the Trustee deems fair and appropriate or as required by the Depositary appropriate. If any Note selected for Global Notes, subject to Applicable Procedures (partial redemption is submitted for conversion in the case of Global Notes)part after such selection, the Notes or portions thereof portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be part of the Global Notes or the Notes in certificated form portion to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof)selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the Outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and Outstanding at the time of redemption, treat as Outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as Outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Sources: Indenture (Conexant Systems Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.2 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the Company, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, and if such redemption is subject to the satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s 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 Redemption Date, or by the Redemption Date so delayed. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than twenty (20) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date.
(d) Subject to the satisfaction of any conditions of a conditional redemption, on or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 4.2(d) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has have no obligation to invest any such deposit).
(de) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis, by lot, or such other method the Trustee deems fair and appropriate or is required by the Depository; provided that so long as the notes are represented by one or more Global Notes, interests in such Global Notes shall be selected for redemption by DTC in accordance with its standard procedures therefor. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Supplemental Indenture (Hudson Pacific Properties, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty calendar days but not nor more than sixty calendar days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice, (ix) the time and date on which the right to convert such Notes or portions thereof into Common Stock will expire, (x) whether the Company has elected to pay upon such conversion cash or a combination of cash and shares of Common Stock in lieu of delivery of shares of Common Stock only and, if so, the portion of the Conversion Obligation to be so paid in cash (specified as a percentage of the Conversion Obligation or a fixed dollar amount) and the date on which the Cash Settlement Averaging Period will begin, (xi) the formula for determining the number of shares and/or the amount of cash to be delivered to the holder upon conversion pursuant to Section 15.12 and (xii) that the Company will pay cash for fractional interests in shares of Common Stock, if any, as provided in this Indenture. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the redemption date, together with an Officers' Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty calendar days (cor such shorter period of time as may be acceptable to the Trustee) prior to the redemption date. On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture6.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Dateredemption date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued interest to, but excluding, the Trustee has no obligation redemption date. If any Note called for redemption is converted pursuant hereto prior to invest such redemption date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such deposit).
(d) Note shall be paid to the Company or, if then held by the Company, shall be discharged from such trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by first class mail or by electronic transmissionthe Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Applicable Exchange Rate on the date of such notice and (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all Without limiting the generality of the foregoing, whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of redemption shall identify the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed redeemed, not fewer than 5 Business Days prior (including CUSIP numbers, if any). In case any Note is or such shorter period of time as may be acceptable to be redeemed in part only, the Trustee) to the date the notice of redemption shall state the portion of the principal amount thereof is to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) mailed. . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (instructed in the case of Global Notes), an Issuer Order shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method that the Trustee deems fair and appropriate. Global Notes shall be selected in accordance with the standard procedures of $1,000 the Depositary. If any Note selected for redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption (the “Redemption Date”) and it or, at its written request (which request must include the information listed in and be received by the Trustee not fewer than thirty-five Business Days (35) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentRedemption Date), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption (a “Redemption Notice”) not fewer than ten calendar days but not twenty (20) nor more than sixty calendar (60) days prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest Interest accrued and unpaid to, up to but excluding, not including the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Shares will expire. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar number or numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.2, the Company will deposit with the Trustee or with one or more Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) Agents an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Shares) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. Subject to the last sentence of , if any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation or any Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Company will give the Trustee will select, on a pro rata basis, by lot written notice in the form of an Officers’ Certificate not fewer than thirty-five (35) days (or such other method it deems fair and appropriate or shorter period of time as required by may be acceptable to the Depositary for Global Trustee) prior to the Redemption Date as to the aggregate principal amount of Notes to be redeemed.
(d) If the Company opts to redeem less than all of the Outstanding Notes, subject the Trustee shall select or cause to Applicable Procedures (in the case of Global Notes), be selected the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the Outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and Outstanding at the time of redemption, treat as Outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a Redemption Notice and may (but need not) treat as Outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five fifteen (15) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentdelivered, the Trustee in the name of and at the expense of the Company, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Security Register, so long as the information required by this Section 3.02 is provided to the Trustee at the time the Trustee is given the notice pursuant to this Section 3.02; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing delivery shall be effected by first class mail or by electronic transmissionor, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. The notice, if sent delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give deliver such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the delivery of any such notice of redemption, the Company shall issue a press release through Dow ▇▇▇▇▇ & Company, Inc., Bloomberg Business News or PR Newswire or a substantially equivalent financial news organization announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The Company shall also publish that information in a newspaper of general circulation in The City of New York, or on its web site, or through such other public medium as it deems appropriate at that time. The failure to issue any such press release or to publish such information or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (ia) the aggregate principal amount of Notes to be redeemed, (iib) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iiic) the Redemption Date (which shall be a Business Day)Date, (ivd) the Redemption Price at which Notes are to be redeemed, (ve) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes, and (vif) that interest accrued and unpaid to, but excludingnot including, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, as provided in Section 3.03. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than fifteen (c15) On or calendar days prior to the Redemption Date specified in date the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such datedelivered. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and 25 or integral multiples of $1,000 25 in excess thereof) (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (b) if the Notes are Global Notes but are not listed on any national securities exchange, by lot or by such other similar method in accordance with the procedures of the Depositary and (c) if the Notes are not listed on any national securities exchange and are not Global Notes, on a pro rata basis (to the extent practicable). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the RegisterNote register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, also shall give substantially concurrent written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedredeemed (if then generally in use), (iii) the Redemption Date date (which shall be a Business Day) fixed for redemption (the “Redemption Date”), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof will expire. Notes or portions of Notes that are converted in accordance with the terms after the delivery of a notice of redemption set forth above shall not be subject to redemption. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentthe paying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion in accordance with this Indenture) at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant to this Indenture prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed pursuant to Section 3.01, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than 45 days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of 15 days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Sources: Indenture (Agco Corp /De)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate in excess thereof)accordance with the Applicable Procedures. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Supplemental Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall will desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.2 hereof, it shall will fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the Company, shall will mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten (10) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company makes such request of the Trustee, it shallwill, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall will be prepared by the Company. Such mailing shall will be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall will be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall will not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall will specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall will be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that that, unless the Company defaults in the payment of the redemption price, on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, and if such redemption is subject to the satisfaction of one or more conditions precedent, such notice will state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions will be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions will not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. If fewer than all the Notes are to be redeemed, the notice of redemption shall will identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall will state the portion of the principal amount thereof to be redeemed and shall will state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date, together with an Officer’s Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than five Business Days (or such shorter period of time as may be acceptable to the Trustee) prior to the date notice of redemption is being sent to Holders.
(d) Subject to the satisfaction of any conditions of a conditional redemption, on or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall will be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 4.2(d) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has have no obligation to invest any such deposit).
(de) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis, by lot, or such other method the Trustee deems fair and appropriate or is required by the Depositary; provided, however, that so long as the notes are represented by one or more Global Notes, interests in such Global Notes will be selected for redemption by DTC in accordance with its standard procedures therefor. The Notes (or portions thereof) so selected for redemption shall will be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes of a Series pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes of such Series so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note of a Series called for redemption.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes of such Series to be redeemed, (ii) the CUSIP number or numbers of the Notes of such Series being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes of such Series are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes of a Series are to be redeemed, the notice of redemption shall identify the Notes of such Series to be redeemed (including CUSIP numbers, if any). In case any Note of a Series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes of such Series (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes of a Series are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes of such Series or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof)) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate in accordance with the Applicable Procedures. The Notes of such Series (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Sources: Supplemental Indenture (Digital Realty Trust, L.P.)