Common use of Notice of Redemption; Partial Redemptions Clause in Contracts

Notice of Redemption; Partial Redemptions. (a) Notice of redemption to the Holders of Series II Notes or Series III Notes, as applicable, to be redeemed as a whole or in part at the option of the Company pursuant to the terms of such Notes established as contemplated by Section 2.1 shall be given to Holders as specified in Section 12.4 and to the CNV. Such notice shall specify the provision pursuant to which the redemption is being made, the principal amount of each Note held by such Holders to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as specified in such notice, that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulation. In case the Notes are 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 date fixed for redemption, upon surrender of the Notes, new Notes in principal amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Notes to be redeemed at the option of the Company shall be given to Holders by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company at least 30 days but not more than 60 days before the date of redemption (unless otherwise specified pursuant to the terms of such Notes established as contemplated by Section 2.1). Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., (New York City time) on the redemption date specified in the notice of redemption given as provided in this Section 10.1, the Company will deposit with the Trustee an amount of money sufficient to redeem on the redemption date all the Notes so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption and any Additional Amounts. (e) In the event of a partial redemption of Notes, the Company shall redeem all the Notes in equal terms and in the same proportion and the Holders will be notified by the Company of such redemption in accordance with Section 12.4 not less than 30 days prior to such redemption date. Upon any partial redemption of Notes, the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion of the principal of such partially redeemed Note. In the case of Notes represented by a Regulation S Global Note, the Trustee shall make the necessary adjustments to the schedule attached to such Regulation S Global Note so as to reflect the decrease in the aggregate principal amount thereof after such redemption. Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes or any multiple thereof. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes that have been or are to be redeemed.

Appears in 1 contract

Sources: Indenture (Grupo Financiero Galicia Sa)

Notice of Redemption; Partial Redemptions. (a) Notes of any Series which are redeemable before their Stated Maturity pursuant to Section 2.5 shall be redeemable in accordance with their terms and in accordance with this Article. Notice of redemption to the Holders of Series II Notes or Series III Notes, as applicable, to be redeemed as a whole or in part at the option of the Company pursuant to the terms of such Notes established as contemplated by Section 2.1 2.5 shall be given to Holders as specified in Section 12.4 11.4 and to the CNV. Such notice shall specify the provision pursuant to which the redemption is being made, the principal amount of each Note held by such Holders to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as specified in such notice, that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulationregulation and notified to the Trustee in writing by the Company at least 15 days prior to the giving of Notice to the Holders. In case the Notes are any Note is to be redeemed in part only, 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 date fixed for redemption, upon surrender of the Notessuch Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (b) . The election of the Company to redeem any Notes shall deliver to the Trustee be evidenced by a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemedBoard Resolution. The notice of redemption of Notes to be redeemed at the option of the Company shall be given to Holders by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company at least 30 days but not more than 60 50 days before the date of redemption (unless otherwise specified pursuant to the terms of such Notes established as contemplated by Section 2.1)redemption. Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., 12 p.m. (New York City time) on one Business Day prior to the redemption date specified in the notice of redemption given as provided in this Section 10.1Section, the Company will deposit with the Trustee (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.21) an amount of money sufficient to redeem on the redemption date all the Notes so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption and any Additional Amounts. (e) In . If less than all the event Outstanding Notes of a partial redemption of Notesany Series are to be redeemed, the Company shall redeem all will deliver to the Notes in equal terms and in the same proportion and the Holders will be notified by the Company of such redemption in accordance with Section 12.4 not less than Trustee at least 30 days prior to the date on which notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption date. Upon any partial redemption of Notes, must be published) an Officers’ Certificate stating the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion of the principal Notes of such partially redeemed NoteSeries to be redeemed. In If less than all the case Notes of Notes represented by a Regulation S Global NoteSeries are to be redeemed, the Trustee shall make the necessary adjustments select, in such manner as it shall deem appropriate and fair, Notes to the schedule attached to such Regulation S Global Note so as to reflect the decrease be redeemed in the aggregate principal amount thereof after such redemptionwhole or in part. Notes may be redeemed in part in multiples an amount equal to the minimum authorized denomination for Notes or any multiple thereof. The Trustee shall promptly notify the Company in writing of the Notes of such Series selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of Notes any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes Note that have has been or are is to be redeemed.

Appears in 1 contract

Sources: Indenture (Telefonica of Argentina Inc)

Notice of Redemption; Partial Redemptions. (a) Notice of redemption to the Holders of Series II Notes or Series III Notes, as applicable, to be redeemed as a whole or in part at the option of the Company pursuant to the terms of such Notes established as contemplated by Section 2.1 shall be given to Holders as specified in Section 12.4 by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the CNVdate fixed for redemption to such Holders of Notes at their last addresses as they shall appear upon the registry books. Such Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give 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. The notice of redemption to each such Holder shall identify the Notes to be redeemed (including the CUSIP number) and shall specify the provision pursuant to which the redemption is being made, the principal amount of each Note held by such Holders Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as specified in such notice, said notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulationaccrue. In case the Notes are any Note is to be redeemed in part only, 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 date fixed for redemption, upon surrender of the Notessuch Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Notes to be redeemed at the option of the Company shall be given to Holders by the Company or, at the Company’s written 's request, by the Trustee in the name and at the expense of the Company at least 30 days but not more Company. No later than 60 days before the date of redemption (unless otherwise specified pursuant to the terms of such Notes established as contemplated by Section 2.1). Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., (New York City time) a.m. on the redemption date specified in the notice of redemption given as provided in this Section 10.1Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.04) an amount of money sufficient to redeem on the redemption date all the Notes so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. The Company will deliver to the Trustee at least 70 days prior to the date fixed for redemption and any Additional Amounts. (e) In an Officers' Certificate stating the event aggregate principal amount of a partial redemption of Notes, the Company shall redeem Notes to be redeemed. If less than all the Notes in equal terms and in the same proportion and the Holders will are to be notified by the Company of such redemption in accordance with Section 12.4 not less than 30 days prior to such redemption date. Upon any partial redemption of Notes, the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion of the principal of such partially redeemed Note. In the case of Notes represented by a Regulation S Global Noteredeemed, the Trustee shall make the necessary adjustments select, either pro rata, by lot or by any other method it shall in its sole discretion deem fair and appropriate, Notes to the schedule attached to such Regulation S Global Note so as to reflect the decrease in the aggregate principal amount thereof after such redemption. Notes may be redeemed in part whole or in multiples equal to the minimum authorized denomination for Notes part; provided that no Note of $1,000 in principal amount or any multiple thereofless shall be redeemed in part. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of Notes any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes that have Note which has been or are is to be redeemed.

Appears in 1 contract

Sources: Indenture (Williams Communications Group Inc)

Notice of Redemption; Partial Redemptions. (a) Notice of redemption to the Holders of Series II the Notes or Series III Notes, as applicable, to be redeemed as a whole or in part shall be given by mailing notice of such redemption by first class mail, postage prepaid, at the option of the Company pursuant least 30 days and not more than 60 days prior to the terms date fixed for redemption to the Holders of such Notes established at their last addresses as contemplated by Section 2.1 they shall appear upon the Note Register. Any notice which is mailed in the manner herein provided shall be given conclusively presumed to Holders as specified have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in Section 12.4 and the notice to the CNVHolder 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. Such The notice of redemption to each such Holder shall specify the provision pursuant to which the redemption is being made, the principal amount of each Note held by such Holders Holder to be redeemed, the CUSIP numbers of the Notes to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as specified in such notice, notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulationaccrue. In case the Notes are 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 date fixed for redemption, upon surrender of the Notessuch Note, a new Note or Notes of such Series and in such tenor and in principal amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Notes to be redeemed at the option of the Company shall be given to Holders by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company at least 30 days but not more than 60 days before the date of redemption (unless otherwise specified pursuant to the terms of such Notes established as contemplated by Section 2.1)Company. Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., (a.m. New York City time) time on the redemption date specified in the notice of redemption given as provided in this Section 10.1Section, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem on the redemption date all the Notes so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If all of the outstanding Notes of either or both Series are to be redeemed, the Company will deliver to the Trustee at least 10 days prior to the last date on which notice of redemption and any Additional Amounts. may be given to Holders pursuant to the first paragraph of this Section 3.02 (eor such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating that all such Notes are to be redeemed. If less than all the outstanding Notes of either or both Series are to be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating the aggregate principal amount of such Notes to be redeemed. In the event case of a partial redemption at the election of Notesthe Company prior to the expiration of any restriction on such redemption, the Company shall redeem deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers’ Certificate stating that such redemption is not prohibited by such restriction. If less than all the Notes in equal terms and in the same proportion and the Holders will of either or both Series are to be notified by the Company of such redemption in accordance with Section 12.4 not less than 30 days prior to such redemption date. Upon any partial redemption of Notes, the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion of the principal of such partially redeemed Note. In the case of Notes represented by a Regulation S Global Noteredeemed, the Trustee shall make select, pro rata, by lot or in such manner as it shall deem appropriate and fair, Notes of the necessary adjustments applicable Series to the schedule attached to such Regulation S Global Note so as to reflect the decrease be redeemed in the aggregate principal amount thereof after such redemptionwhole or in part. Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes or any multiple thereof. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of Notes any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes that have Note which has been or are is to be redeemed.

Appears in 1 contract

Sources: Senior Indenture (Aes Corporation)

Notice of Redemption; Partial Redemptions. (a) Notice of redemption to the Holders of Series II I Notes or the Series III II Notes, as applicable, to be redeemed as a whole or in part at the option of the Company pursuant to the terms of such Notes established as contemplated by Section 2.1 2.3 shall be given to Holders as specified in Section 12.4 and to the CNV. Such notice shall specify the provision pursuant to which the redemption is being made, the principal amount of each Note held by such Holders to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as specified in such notice, that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulation. In case the Notes are 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 date fixed for redemption, upon surrender of the Notes, new Notes in principal amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written any notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Notes to be redeemed at the option of the Company shall be given to Holders by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company at least 30 days but not more than 60 days before the date of redemption (unless otherwise specified pursuant to the terms of such Notes established as contemplated by Section 2.12.3). Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after once in each year in which there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., AM (New York City time) on one Business Day prior to the redemption date specified in the notice of redemption given as provided in this Section 10.1Section, the Company will deposit with the Trustee an amount of money sufficient to redeem on the redemption date all the Notes so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption and any Additional Amounts. (e) In the event of a partial redemption of Notes, the Company shall redeem all the Notes in equal terms and in the same proportion and the Holders will be notified by the Company of such redemption in accordance with Section 12.4 not less than 30 days prior to such redemption date. Upon any partial redemption of Notes, the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion of the principal of such partially redeemed Note. In the case of Notes represented by a Regulation S Global Note, the Trustee shall make the necessary adjustments to the schedule attached to such Regulation S Global Note so as to reflect the decrease in the aggregate principal amount thereof after such redemption. Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes or any multiple thereof. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes that have been or are to be redeemed.

Appears in 1 contract

Sources: Indenture (Grupo Financiero Galicia Sa)

Notice of Redemption; Partial Redemptions. (a) Notice of redemption to the Holders of Series II Notes or Series III Notes, as applicable, Securities of any series to be redeemed as a whole or in part at the option of the Company pursuant to the terms of such Notes established as contemplated by Section 2.1 shall be given to Holders as specified in Section 12.4 by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the CNVdate fixed for redemption to such Holders of Securities at their last addresses as they shall appear upon the registry books. Such Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. The notice of redemption to each such Holder shall identify the Securities to be redeemed (including CUSIP or ISIN numbers) and shall specify the provision pursuant to which the redemption is being made, the principal amount Principal Amount of each Note Security held by such Holders Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such NotesSecurities, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as specified in such notice, said notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulationaccrue. In case the Notes are any Security is to be redeemed in part only, only the notice of redemption shall state the portion of the principal amount Principal Amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of the Notessuch Security, a new Notes Security or Securities in principal amount Principal Amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Notes Securities of any series to be redeemed at the option of the Company shall be given to Holders by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company at least 30 days but not more Company. No later than 60 days before the date of redemption (unless otherwise specified pursuant to the terms of such Notes established as contemplated by Section 2.1). Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., (New York City time) a.m. on the redemption date specified in the notice of redemption given as provided in this Section 10.1Section, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust) an amount of money sufficient to redeem on the redemption date all the Notes Securities of a series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption and any Additional Amounts. (e) In redemption. The Company will deliver to the event of a partial redemption of Notes, the Company shall redeem all the Notes in equal terms and in the same proportion and the Holders will be notified by the Company of such redemption in accordance with Section 12.4 not less than 30 Trustee at least 15 days prior to such redemption date. Upon any partial redemption of Notes, the Trustee shall, in date fixed for the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion giving of the principal notice of redemption an Officers’ Certificate stating the aggregate Principal Amount of Securities of such partially redeemed Noteseries to be redeemed. In If less than all the case Securities of Notes represented by a Regulation S Global Noteseries are to be redeemed, the Trustee shall make select, either pro rata, by lot or in accordance with any method customarily used by the necessary adjustments Trustee or the Depositary, Securities to the schedule attached to such Regulation S Global Note so as to reflect the decrease be redeemed in the aggregate principal amount thereof after such redemptionwhole or in part. Notes Securities may be redeemed in part only in multiples denominations equal to the minimum authorized denomination for Notes Securities of that series or any integral multiple thereof. The Trustee shall promptly notify the Company in writing of the Notes Securities selected for redemption and, in the case of any Notes Securities selected for partial redemption, the principal amount Principal Amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes Securities shall relate, in the case of Notes any Security redeemed or to be redeemed only in part, to the portion of the principal amount Principal Amount of such Notes that have Security which has been or are is to be redeemed.

Appears in 1 contract

Sources: Indenture (Lexmark International Inc /Ky/)

Notice of Redemption; Partial Redemptions. (a) Notice of redemption to the Holders of Series II Notes or Series III Notes, as applicable, to be redeemed as a whole or in part at the option of the Company pursuant to the terms of such Notes established as contemplated by Section 2.1 shall be given to Holders as specified in Section 12.4 by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the CNVRedemption Date to such holders of Notes at their last addresses as they shall appear upon the registry books. Such Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give 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. The notice of redemption to each such Holder shall specify the provision pursuant to which the redemption is being made, the principal amount of each Note held by such Holders Holder to be redeemed, the date fixed for redemptionRedemption Date, the redemption priceRedemption Amount, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption and any Additional Amounts Redemption Date will be paid as specified in such notice, said notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulationaccrue. In case the Notes are any Note is to be redeemed in part only, 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 date fixed for redemptionRedemption Date, upon surrender of the Notessuch Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Notes to be redeemed at the option of the Company shall be given to Holders by the Company Issuer or, at the Company’s written Issuer's request, by the Trustee in the name and at the expense of the Company at least 30 days but not more Issuer, and the Issuer shall deliver written notice thereof to the Trustee no less than 60 days before 10 Business Days prior to the date of redemption (unless otherwise specified pursuant the notice to the terms Holders of such Notes established as contemplated by Section 2.1)Notes. Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., (New York City time) on prior to the redemption date Redemption Date specified in the notice of redemption given as provided in this Section 10.1Subclause 11.2, the Company Issuer will deposit no later than 10 a.m. New York time with the Trustee Agent or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Subclause 3(d)) an amount of money sufficient to redeem on the redemption date Redemption Date all the Notes so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption and any Additional Amounts. (eother than Notes or portions thereof called for redemption on that date which have been delivered by the Issuer to the Agent for cancellation). If less than all the Outstanding Notes are intended to be redeemed the Issuer will deliver to the Trustee at least 15 days prior to the giving of notice of redemption (or such shorter period as may be acceptable to the Agent) In an Officer's Certificate stating the event aggregate principal amount of a partial redemption of Notes, the Company shall redeem Notes to be redeemed. If less than all the Notes in equal terms and in the same proportion and the Holders will are to be notified by the Company of such redemption in accordance with Section 12.4 not less than 30 days prior to such redemption date. Upon any partial redemption of Notes, the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion of the principal of such partially redeemed Note. In the case of Notes represented by a Regulation S Global Noteredeemed, the Trustee shall make select Notes for redemption pro rata, by lot or such other method, as the necessary adjustments Trustee in its sole discretion shall deem appropriate and fair, Notes to be redeemed in whole or in part, provided, that when the schedule attached to Notes are represented by a Global Note, such Regulation S selection shall be made in accordance with the rules and procedures of the Depositary for whose account such Global Note so as to reflect the decrease in the aggregate principal amount thereof after such redemptionis held. Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes of US$200,000 or any integral multiple thereofof US$1,000 in excess thereof only. The Trustee shall promptly notify the Company Issuer in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of Notes any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes that have Note which has been or are is to be redeemed.

Appears in 1 contract

Sources: Indenture

Notice of Redemption; Partial Redemptions. (a) The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Neither the Trustee nor any Paying Agent shall have any obligation to calculate any redemption price or any component thereof in respect of the Notes and the Trustee and each Paying Agent shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least ten days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Any notice may, in the Company’s discretion, be subject to the Holders satisfaction or waiver of Series II Notes one or Series III Notesmore conditions precedent, including, but not limited to, completion of an equity offering, a financing or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions precedent shall not have been satisfied by the date of redemption (including as applicableit may be postponed). In the case of a partial redemption, to be redeemed as a whole or in part at the option selection of the Company pursuant to Notes for redemption will be made pro rata, by lot or by such other method as the terms Trustee in its sole discretion deems appropriate and fair. No Notes of such Notes established as contemplated by Section 2.1 shall be given to Holders as specified in Section 12.4 and to the CNV. Such notice shall specify the provision pursuant to which the redemption is being made, the a principal amount of each Note held by such Holders to be redeemed, the date fixed for redemption, the redemption price, the place $2,000 or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment less will be made upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption and redeemed in part. If any Additional Amounts will be paid as specified in such notice, that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulation. In case the Notes are Note is to be redeemed in part only, the notice of redemption shall that relates to the Note will state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of the Notes, new Notes in principal amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes Note to be redeemed. The notice of redemption of Notes to be redeemed at the option of the Company shall be given to Holders by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company at least 30 days but not more than 60 days before the date of redemption (unless otherwise specified pursuant to the terms of such Notes established as contemplated by Section 2.1). Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published A new Note in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., (New York City time) on the redemption date specified in the notice of redemption given as provided in this Section 10.1, the Company will deposit with the Trustee an amount of money sufficient to redeem on the redemption date all the Notes so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption and any Additional Amounts. (e) In the event of a partial redemption of Notes, the Company shall redeem all the Notes in equal terms and in the same proportion and the Holders will be notified by the Company of such redemption in accordance with Section 12.4 not less than 30 days prior to such redemption date. Upon any partial redemption of Notes, the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion of the principal Note will be issued in the name of such partially redeemed the Holder of the Note upon surrender for cancellation of the original Note. In For so long as the case of Notes represented are held by a Regulation S Global NoteDTC (or another Depositary), the Trustee shall make the necessary adjustments to the schedule attached to such Regulation S Global Note so as to reflect the decrease in the aggregate principal amount thereof after such redemption. Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes or any multiple thereof. The Trustee shall promptly notify the Company in writing redemption of the Notes selected for shall be done in accordance with the policies and procedures of the Depositary. Unless the Company defaults in payment of the redemption andprice, in on and after the case date of any Notes selected for partial redemption, interest will cease to accrue on the principal amount Notes or portions thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes that have been or are to be redeemedcalled for redemption.

Appears in 1 contract

Sources: Indenture (Regal Rexnord Corp)

Notice of Redemption; Partial Redemptions. (a) Notice of redemption to the Holders of Series II Senior Notes or Series III Notes, as applicable, to be redeemed as a whole or in part at the option of the Company pursuant to the terms of such Notes established as contemplated by Section 2.1 shall be given to Holders as specified in Section 12.4 by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the CNVdate fixed for redemption to such Holders of Senior Notes at their last addresses as they shall appear in the Security Register. Such Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Senior Note designated for redemption as a whole or in part, shall not affect the validity of the proceedings for the redemption of any other Senior Note. The notice of redemption to each such Holder shall specify the provision pursuant to which the redemption is being made, the principal amount of each Senior Note held by such Holders Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such Senior Notes, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as specified in such notice, said notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulationaccrue. In case the Notes are any Senior 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 date fixed for redemption, upon surrender of the Notessuch Senior Note, a new Senior Note or Senior Notes in principal amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Senior Notes to be redeemed at the option of the Company Issuer shall be given to Holders by the Company Issuer or, at the Company’s written Issuer's request, by the Trustee in the name and at the expense of the Company at Issuer. At least 30 days but not more than 60 days before the date of redemption (unless otherwise specified pursuant one Business Day prior to the terms of such Notes established as contemplated by Section 2.1). Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., (New York City time) on the redemption date specified in the notice of redemption given as provided in this Section 10.1Section, the Company Issuer will deposit with the Trustee or with one or more paying agents (or, if the Issuer is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.4) an amount of money sufficient to redeem on the redemption date all the Senior Notes so called for redemption at the appropriate redemption price, together with accrued and unpaid interest to the date fixed for redemption and any Additional Amounts. (e) In redemption. If less than all the event of a partial redemption of Notesoutstanding Senior Notes are to be redeemed, the Company shall redeem all Issuer will deliver to the Notes in equal terms and in Trustee, not later than five days prior to the same proportion and the Holders will be notified by the Company date on which notice of such redemption in accordance with Section 12.4 not less than 30 days prior is to such redemption date. Upon any partial redemption be mailed to Holders of NotesSenior Notes pursuant to this Section, the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion of the principal of such partially redeemed Note. In the case of Notes represented by a Regulation S Global Note, the Trustee shall make the necessary adjustments to the schedule attached to such Regulation S Global Note so as to reflect the decrease in Officers' Certificate stating the aggregate principal amount thereof after such redemptionof Senior Notes to be redeemed. If less than all the Senior Notes are to be redeemed, the Senior Notes to be redeemed shall be redeemed on a pro rata basis. Senior Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes or any multiple thereofof $1,000 only. The Trustee shall shall, upon the written request of the Issuer, promptly notify the Company Issuer in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of Notes any Senior Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes that have Senior Note which has been or are is to be redeemed.

Appears in 1 contract

Sources: Indenture (Triarc Companies Inc)

Notice of Redemption; Partial Redemptions. (a) Notice of redemption to the Holders of Series II Notes or Series III Notes, as applicable, Securities of any series to be redeemed as a whole or in part at the option of the Company pursuant to the terms of such Notes established as contemplated by Section 2.1 shall be given to Holders as specified in Section 12.4 by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the CNVdate fixed for redemption to such Holders of Securities at their last addresses as they shall appear upon the registry books. Such Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. The notice of redemption to each such Holder shall identify the Securities to be redeemed (including CUSIP numbers) and shall specify the provision pursuant to which the redemption is being made, the principal amount Principal Amount of each Note Security held by such Holders Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such NotesSecurities, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as specified in such notice, said notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulationaccrue. In case the Notes are any Security is to be redeemed in part only, only the notice of redemption shall state the portion of the principal amount Principal Amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of the Notessuch Security, a new Notes Security or Securities in principal amount Principal Amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Notes Securities of any series to be redeemed at the option of the Company shall be given to Holders by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company at least 30 days but not more Company. No later than 60 days before the date of redemption (unless otherwise specified pursuant to the terms of such Notes established as contemplated by Section 2.1). Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., (New York City time) a.m. on the redemption date specified in the notice of redemption given as provided in this Section 10.1Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust) an amount of money sufficient to redeem on the redemption date all the Notes Securities of a series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption and any Additional Amounts. (e) In redemption. The Company will deliver to the event of a partial redemption of Notes, the Company shall redeem all the Notes in equal terms and in the same proportion and the Holders will be notified by the Company of such redemption in accordance with Section 12.4 not less than 30 Trustee at least 70 days prior to such the date fixed for redemption date. Upon any partial redemption an Officers’ Certificate stating the aggregate Principal Amount of Notes, the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion of the principal Securities of such partially redeemed Noteseries to be redeemed. In If less than all the case Securities of Notes represented by a Regulation S Global Noteseries are to be redeemed, the Trustee shall make the necessary adjustments select, either pro rata, by lot or by any other method it shall deem fair and reasonable, Securities to the schedule attached to such Regulation S Global Note so as to reflect the decrease be redeemed in the aggregate principal amount thereof after such redemptionwhole or in part. Notes Securities may be redeemed in part only in multiples denominations equal to the minimum authorized denomination for Notes Securities of that series or any integral multiple thereof. The Trustee shall promptly notify the Company in writing of the Notes Securities selected for redemption and, in the case of any Notes Securities selected for partial redemption, the principal amount Principal Amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes Securities shall relate, in the case of Notes any Security redeemed or to be redeemed only in part, to the portion of the principal amount Principal Amount of such Notes that have Security which has been or are is to be redeemed.

Appears in 1 contract

Sources: Indenture (Honeywell International Inc)

Notice of Redemption; Partial Redemptions. (a) Notice of redemption to the Holders holders of Series II Notes or Series III Notes, as applicable, Securities of any series to be redeemed as a whole or in part at the option of the Company pursuant to the terms of such Notes established as contemplated by Section 2.1 shall be given to Holders as specified in Section 12.4 by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the CNVdate fixed for redemption to such holders of Securities at their last addresses as they shall appear upon the registry books. Such Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. The notice of redemption to each such Holder shall identify the Securities to be redeemed (including CUSIP numbers) and shall specify the provision pursuant to which the redemption is being made, the principal amount Principal Amount of each Note Security held by such Holders Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such NotesSecurities, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as specified in such notice, said notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulationaccrue. In case the Notes are any Security is to be redeemed in part only, only the notice of redemption shall state the portion of the principal amount Principal Amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of the Notessuch Security, a new Notes Security or Securities in principal amount Principal Amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Notes Securities of any series to be redeemed at the option of the Company shall be given to Holders by the Company or, at the Company’s written request, by the Trustee in the name and at the expense of the Company Company; provided, however, that the Trustee be given at least 30 days but not more 5 Business Days prior notice before sending the notice of redemption. No later than 60 days before the date of redemption (unless otherwise specified pursuant to the terms of such Notes established as contemplated by Section 2.1). Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., (New York City time) , on the redemption date specified in the notice of redemption given as provided in this Section 10.1Section, the Company will deposit with the Trustee or with one or more paying agents (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust) an amount of money sufficient to redeem on the redemption date all the Notes Securities of a series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption and any Additional Amounts. (e) In redemption. The Company will deliver to the event of a partial redemption of Notes, the Company shall redeem all the Notes in equal terms and in the same proportion and the Holders will be notified by the Company of such redemption in accordance with Section 12.4 not less than 30 Trustee at least 45 days prior to such the date fixed for redemption date. Upon any partial redemption an Officers’ Certificate stating the aggregate Principal Amount of Notes, the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested by the Holder thereof, in an aggregate principal amount equal to the unredeemed portion of the principal Securities of such partially redeemed Noteseries to be redeemed. In If less than all the case Securities of Notes represented by a Regulation S Global Noteseries are to be redeemed, the Trustee shall make the necessary adjustments select, either pro rata, by lot or by any other method it shall deem fair and reasonable, Securities to the schedule attached to such Regulation S Global Note so as to reflect the decrease be redeemed in the aggregate principal amount thereof after such redemptionwhole or in part. Notes Securities may be redeemed in part only in multiples denominations equal to the minimum authorized denomination for Notes Securities of that series or any integral multiple thereof. The Trustee shall promptly notify the Company in writing of the Notes Securities selected for redemption and, in the case of any Notes Securities selected for partial redemption, the principal amount Principal Amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes Securities shall relate, in the case of Notes any Security redeemed or to be redeemed only in part, to the portion of the principal amount Principal Amount of such Notes that have Security which has been or are is to be redeemed.

Appears in 1 contract

Sources: Indenture (Dendreon Corp)

Notice of Redemption; Partial Redemptions. (a) Notice of redemption to the Holders of Series II Notes or Series III Notes, as applicable, Securities of any series to be redeemed as a whole or in part at the option of the Company pursuant to the terms of such Notes established as contemplated by Section 2.1 shall be given to Holders as specified in Section 12.4 by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the CNVdate fixed for redemption to such Holders of Securities at their last addresses as they shall appear upon the registry books. Such Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security. The notice of redemption to each such Holder shall identify the Securities to be redeemed (including CUSIP or ISIN numbers) and shall specify the provision pursuant to which the redemption is being made, the principal amount Principal Amount of each Note Security held by such Holders Holder to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, the ISIN or CINS number, if any, that no representation is made as to the correctness or accuracy of the ISIN or CINS number listed on such notice or printed on such Notes, that payment will be made upon presentation and surrender of such NotesSecurities, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as specified in such notice, said notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue and any other matter required to be specified therein by Argentine law or regulationaccrue. In case the Notes are any Security is to be redeemed in part only, only the notice of redemption shall state the portion of the principal amount Principal Amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of the Notessuch Security, a new Notes Security or Securities in principal amount Principal Amount equal to the unredeemed portion thereof will be issued. (b) The Company shall deliver to the Trustee a written notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published) together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Notes Securities of any series to be redeemed at the option of the Company shall be given to Holders by the Company or, at the Company’s written requestrequest and as prepared by the Company, by the Trustee Registrar in the name and at the expense of the Company at least 30 days but not more Company. No later than 60 days before the date of redemption (unless otherwise specified pursuant to the terms of such Notes established as contemplated by Section 2.1). Such notice shall be irrevocable. (c) For as long as the Notes are listed on the Euro MTF, the alternative market of the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall, as soon as is practicable after there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in the Grand Duchy of Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered. (d) On or before 10:00 a.m., (New York City time) a.m. on the redemption date specified in the notice of redemption given as provided in this Section 10.1Section, the Company will deposit with the Trustee Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust) an amount of money sufficient to redeem on the redemption date all the Notes Securities of a series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. The Company will deliver to the Trustee, Registrar and Paying Agent at least 15 days prior to the date fixed for the giving of the notice of redemption and any Additional Amounts. (e) In an Officer’s Certificate stating the event aggregate Principal Amount of Securities of such series to be redeemed. If less than all the Securities of a partial redemption of Notesseries are to be redeemed, the Company Registrar shall redeem all select, in compliance with the Notes requirements of the principal national securities exchange, if any, on which the Securities are listed or, if the Securities are not listed, but are in equal terms and in the same proportion and the Holders will be notified global form, then by the Company of such redemption lot or otherwise in accordance with Section 12.4 the procedures of the Depositary or, if the Securities are not less than 30 days prior to such redemption date. Upon listed and are not in global form on a pro rata basis, by lot or in accordance with any partial redemption of Notes, the Trustee shall, in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, of any authorized denomination as requested method customarily used by the Holder thereofRegistrar in its sole discretion, Securities to be redeemed in an aggregate principal amount equal to the unredeemed portion of the principal of such partially redeemed Notewhole or in part. In the case of Notes represented by a Regulation S Global Note, the Trustee shall make the necessary adjustments to the schedule attached to such Regulation S Global Note so as to reflect the decrease in the aggregate principal amount thereof after such redemption. Notes Securities may be redeemed in part only in multiples denominations equal to the minimum authorized denomination for Notes Securities of that series or any integral multiple thereof. The Trustee Registrar shall promptly notify the Company in writing of the Notes Securities selected for redemption and, in the case of any Notes Securities selected for partial redemption, the principal amount Principal Amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes Securities shall relate, in the case of Notes any Security redeemed or to be redeemed only in part, to the portion of the principal amount Principal Amount of such Notes that have Security which has been or are is to be redeemed.

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Sources: Indenture (Lexmark International Inc /Ky/)