Common use of Optional Redemption by the Company Clause in Contracts

Optional Redemption by the Company. During any Daily Period or Weekly Period, the Bonds are subject to redemption by the Issuer, at the option of the Company, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to (but not including) the redemption date. On any Conversion Date or on the day following the end of the Calculation Period if such day is the end of the Calculation Period for all Bonds, the Bonds are subject to redemption by the Issuer, at the option of the Company, in whole or in part, less than all of such Bonds to be selected by lot or in such manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to (but not including) the redemption date. During any Long Term Period, the Bonds are subject to redemption by the Issuer, at the option of the Company, on or after the First Optional Redemption Date, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at the redemption prices (expressed as percentages of principal amount) set forth in the following table plus accrued interest to (but not including) the redemption date: First Optional Redemption Date through (and including) the day immediately preceding the first anniversary of the First Optional Redemption Date 102% First anniversary of the First Optional Redemption Date through (and including) the day immediately preceding the second anniversary of the First Optional Redemption Date 101% Second anniversary of the First Optional Redemption Date and thereafter 100%

Appears in 2 contracts

Sources: Lease Agreement (NuStar Energy L.P.), Lease Agreement (NuStar Energy L.P.)

Optional Redemption by the Company. During any Daily Period The Company may not redeem the Notes prior to March 20, 2028, except under the circumstances described in Section 16.01. (a) On or Weekly Periodafter March 20, 2028, the Bonds are subject to redemption by Company may redeem for cash all or part of the IssuerNotes, at its option, if the option Last Reported Sale Price of the CompanyADSs has been at least 130% of the Conversion Price then in effect on (i) each of at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, in whole at and including, the Trading Day immediately prior to the date the Company provides the Optional Redemption Notice and (ii) the Trading Day immediately preceding the date the Company provides the Optional Redemption Notice (such redemption, an “Optional Redemption”). (b) In case the Company exercises its option to redeem all or, as the case may be, any time part of the Note, it shall fix a date for redemption (the “Optional Redemption Date”) and shall give the Trustee, Conversion Agent, Paying Agent and each Holder of the Notes not less than 45 Scheduled Trading Days’ but no more than 60 Scheduled Trading Days’ notice (an “Optional Redemption Notice”) prior to the Optional Redemption Date, and the redemption price (the “Optional Redemption Price”) will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date (unless the Optional Redemption Date falls after a Regular Record Date but on or in part on any prior to the immediately succeeding Interest Payment Date, less than all in which case the Company shall pay on the Interest Payment Date the full amount of accrued and unpaid interest, if any, to the Holder of record as of the close of business on such Bonds Regular Record Date, and the Optional Redemption Price shall be equal to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount of the Notes to be redeemed). The Optional Redemption Date must be a Business Day. Each Optional Redemption Notice shall specify: (i) the Optional Redemption Date; (ii) the Optional Redemption Price; (iii) the Settlement Method that will apply to all conversions with a Conversion Date that occurs on or after the date the Company sends such Optional Redemption Notice and before the close of business on the second Business Day immediately before the related Optional Redemption Date; (iv) that on the Optional Redemption Date, the Optional Redemption Price will become due and payable for each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date unless the Company defaults in the payment of the Optional Redemption Price; (v) the place or places where the Notes subject to such redemption are to be surrendered for payment of the Optional Redemption Price; (vi) that Holders of Called Notes may surrender their Called Notes for conversion at any time prior to the close of business on the second Business Day prior to the relevant Optional Redemption Date (unless the Company fails to pay the Optional Redemption Price, in which case a Holder of Notes may convert such Notes until the Optional Redemption Price has been paid or duly provided for); (vii) the Conversion Rate and, if applicable, the number of Additional ADSs added to the Conversion Rate in accordance with Section 14.03(g); (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number listed in such notice or printed on the Notes; and (ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof plus accrued interest to be redeemed, and that upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable. At the Company’s prior written request, the Trustee shall give the Optional Redemption Notice in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee not later than the close of business five Business Days prior to the date the Optional Redemption Notice is to be sent (but unless a shorter period shall be satisfactory to the Trustee), an Officer’s Certificate and a Company Order requesting that the Trustee give such Optional Redemption Notice together with the Optional Redemption Notice to be given setting forth the information to be stated therein as provided in the preceding paragraph. The Optional Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not including) the Holder receives such notice. In any case, failure to give such Optional Redemption Notice or any defect in the Optional Redemption Notice to the Holder of any Note designated for redemption date. On any Conversion Date as a whole or on in part shall not affect the day following the end validity of the Calculation Period if such day is proceedings for the end Optional Redemption of any other Note. If the Company decides to redeem fewer than all of the Calculation Period for all Bondsoutstanding Notes, the Bonds are subject to redemption by the Issuer, at the option aggregate principal amount of the CompanyNotes called for Optional Redemption must be US$200,000 or an integral multiple of US$200,000 in excess thereof, and, in the case of Physical Notes, the Trustee will select the Notes to be redeemed (in principal amounts of US$200,000 or integral multiples of US$200,000 in excess thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate and, in the case of a Global Note, the Notes to be redeemed shall be selected in accordance with, and subject to, DTC’s applicable procedures. If a portion of the Notes is selected (or deemed selected) for partial Optional Redemption and such Holder converts a portion of such Notes, the converted portion shall be deemed to be from the portion selected (or deemed selected) for Optional Redemption. In the event of any Optional Redemption in part, the Company shall not be required to register the transfer of or exchange any Note so selected for Optional Redemption, in whole or in part, less than all except the unredeemed portion of any such Bonds to be selected by lot or Note being redeemed in such manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to (but not including) the redemption date. During any Long Term Period, the Bonds are subject to redemption by the Issuer, at the option of the Company, on or after the First Optional Redemption Date, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at the redemption prices (expressed as percentages of principal amount) set forth in the following table plus accrued interest to (but not including) the redemption date: First Optional Redemption Date through (and including) the day immediately preceding the first anniversary of the First Optional Redemption Date 102% First anniversary of the First Optional Redemption Date through (and including) the day immediately preceding the second anniversary of the First Optional Redemption Date 101% Second anniversary of the First Optional Redemption Date and thereafter 100%part.

Appears in 2 contracts

Sources: Indenture (Baidu, Inc.), Indenture (iQIYI, Inc.)

Optional Redemption by the Company. During any Daily Period or Weekly Period, the Bonds are subject to redemption by the Issuer, at the option of the Company, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof)determine, at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to (but not including) the redemption date. On any Conversion Date or on the day following the end of the a Calculation Period if such day is the end of the Calculation Period for all Bonds, the Bonds are subject to redemption by the Issuer, at the option of the Company, in whole or in part, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof)determine, at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to (but not including) the redemption date. During any Long Term Period, the Bonds are subject to redemption by the Issuer, at the option of the Company, on or after the First Optional Redemption Date, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof)determine, at the redemption prices (expressed as percentages of principal amount) set forth in the following table plus accrued interest to (but not including) the redemption date: First Optional Redemption Date through (and including) the day immediately preceding the first anniversary of the First Optional Redemption Date 102% First anniversary of the First Optional Redemption Date through (and including) the day immediately preceding the second anniversary of the First Optional Redemption Date 101% Second anniversary of the First Optional Redemption Date and thereafter 100%

Appears in 2 contracts

Sources: Lease Agreement (NuStar Energy L.P.), Lease Agreement (NuStar Energy L.P.)

Optional Redemption by the Company. During any Daily Period or Weekly Period, (i) On and after the Bonds are subject to redemption by five (5) year anniversary of the IssuerOriginal Issuance Date, at the Company’s option and election and upon its compliance with this SECTION 5(d)(i), all (but not less than all) of the Company, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to then outstanding Convertible Preferred Shares may be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), redeemed at a price (the “Optional Redemption Price”) per Convertible Preferred Share equal to (a) 105% of the Liquidation Preference as of the Optional Redemption Date if such redemption price occurs prior to the six (6) year anniversary of the Original Issuance Date; (b) 103% of the Liquidation Preference as of the Optional Redemption Date if such redemption occurs after the six (6) year anniversary of the Original Issuance Date and prior to the seven (7) year anniversary of the Original Issuance Date; or (c) 100% of the Outstanding principal amount thereof plus accrued interest Liquidation Preference as of the Optional Redemption Date if such redemption occurs after the seven (7) year anniversary of the Original Issuance Date. The Company shall provide written notice (the “Optional Redemption Notice”) of such redemption pursuant to this SECTION 5(d), no less than ten (but not including10) days and no more than sixty (60) days prior to the date set for the redemption date. On any Conversion Date or on (the day following “Optional Redemption Date”) to the end holders of record of the Calculation Period if such day is Convertible Preferred Shares as they appear in the end of the Calculation Period for all Bonds, the Bonds are subject to redemption by the Issuer, at the option records of the Company. The Optional Redemption Notice must state: (A) that the Convertible Preferred Shares have been called for redemption and, in whole or in partbriefly, less than all of such Bonds to be selected by lot or in such manner the optional redemption right; (B) the Optional Redemption Price as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to (but not including) the redemption date. During any Long Term Period, the Bonds are subject to redemption by the Issuer, at the option of the Company, on or after the First Optional Redemption Date, in whole and the calculations supporting the specified Optional Redemption Price, (C) that the Convertible Preferred Shares may be converted at any time or in part before the Optional Redemption Date; (D) the name and address of the transfer agent; and (E) the name and address of the place to where the Convertible Preferred Shares are to be surrendered for payment of the Optional Redemption Price. The Company shall, on any Interest Payment the Optional Redemption Date, less than all pay the applicable Optional Redemption Price, upon surrender of such Bonds the certificates or DRS statements representing the Convertible Preferred Shares to be selected by lot or in such other manner as redeemed. Convertible Preferred Shares to be redeemed on the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at the redemption prices (expressed as percentages of principal amount) set forth in the following table plus accrued interest to (but not including) the redemption date: First Optional Redemption Date through will, from and after such date, no longer be outstanding and the rights, privileges, restrictions and conditions attaching to the Convertible Preferred Shares (except the right to receive from the Company the applicable Optional Redemption Price) shall cease and including) terminate with respect to such shares; provided that in the day immediately preceding event that a Convertible Preferred Share is not redeemed due to a default in payment by the first anniversary Company, such Convertible Preferred Share will remain outstanding and will be entitled to all rights, privileges, restrictions and conditions attaching to the Convertible Preferred Shares as provided herein (including continued increases in Liquidation Preference at the applicable Accretion Rate). For greater certainty, the holders of the First Convertible Preferred Shares may, at any time prior to the Optional Redemption Date 102% First anniversary Date, elect to convert any or all of the First Optional Redemption Date through (and including) the day immediately preceding the second anniversary of the First Optional Redemption Date 101% Second anniversary of the First Optional Redemption Date and thereafter 100%their Convertible Preferred Shares pursuant to SECTION 6(a).

Appears in 1 contract

Sources: Subscription Agreement (GFL Environmental Inc.)

Optional Redemption by the Company. During any Daily Period The Company may not redeem the Notes prior to June 8, 2027, except under the circumstances described in Section 16.01 and Section 16.03. (a) On or Weekly Periodafter June 8, 2027, the Bonds are subject to redemption by Company may redeem for cash all or part of the IssuerNotes, at its option (such redemption, an “Optional Redemption”), if the option Last Reported Sale Price of the CompanyADSs has been at least 130% of the Conversion Price then in effect on (i) each of at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, in whole at and including, the Trading Day immediately prior to the date the Company provides notice of redemption and (ii) the Trading Day immediately preceding the date the Company sends such notice. (b) In case the Company exercises its option to redeem all or, as the case may be, any time part of the Note, it shall fix a date for redemption (the “Optional Redemption Date”) and shall give the Holders, Trustee, Conversion Agent, Paying Agent and each Holder of the Notes not less than 45 Scheduled Trading Days’ but no more than 60 Scheduled Trading Days’ notice (an “Optional Redemption Notice”) prior to the Optional Redemption Date, and the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed (the “Optional Redemption Price”), plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date (unless the Optional Redemption Date falls after a Regular Record Date but on or in part on any prior to the immediately succeeding Interest Payment Date, less than all in which case the Company shall pay on the Interest Payment Date the full amount of accrued and unpaid interest, if any, to the holder of record as of the close of business on such Bonds Regular Record Date, and the Optional Redemption Price shall be equal to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount of the Notes to be redeemed). The Optional Redemption Date must be a Business Day. The Company may not specify an Optional Redemption Date that falls on or after the 45th Scheduled Trading Day immediately preceding the Maturity Date. The Company shall send to each Holder (with a copy to the Trustee and the Conversion Agent (if other than the Trustee)) a written Optional Redemption Notice containing certain information set forth in this Indenture, including: (i) the Optional Redemption Date; (ii) the Optional Redemption Price; (iii) the Settlement Method that will apply to all conversions with a Conversion Date that occurs on or after the date the Company sends such Optional Redemption Notice and before the close of business on the third Scheduled Trading Day immediately before the related Optional Redemption Date; (iv) that on the Optional Redemption Date, the Optional Redemption Price will become due and payable for each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date unless the Company defaults in the payment of the Optional Redemption Price; (v) the place or places where the Notes subject to such redemption are to be surrendered for payment of the Optional Redemption Price; (vi) that Holders may surrender Notes for conversion at any time prior to the close of business on the third Scheduled Trading Day prior to the Optional Redemption Date (unless the Company fails to pay the Optional Redemption Price, in which case a Holder of Notes may convert such Notes until such later date on which the Optional Redemption Price has been paid or duly provided for); (vii) the Conversion Rate and, if applicable, the number of Additional ADSs added to the Conversion Rate in accordance with Section 14.03; (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number listed in such notice or printed on the Notes; and (ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof plus accrued interest to be redeemed, and that upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable. At the Company’s prior written request, the Trustee shall give the Optional Redemption Notice in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee not later than the close of business five Scheduled Trading Day prior to the date the Optional Redemption Notice is to be sent (but unless a shorter period shall be satisfactory to the Trustee), an Officer’s Certificate and a Company Order requesting that the Trustee give such Optional Redemption Notice together with the Optional Redemption Notice to be given setting forth the information to be stated therein as provided in the preceding paragraph. The Optional Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not including) the Holder receives such notice. In any case, failure to give such Optional Redemption Notice or any defect in the Optional Redemption Notice to the Holder of any Note designated for redemption date. On any Conversion Date as a whole or on in part shall not affect the day following the end validity of the Calculation Period if such day is proceedings for the end Optional Redemption of any other Note. If the Company decides to redeem fewer than all of the Calculation Period for all Bondsoutstanding Notes, the Bonds are subject Notes to redemption be redeemed will be selected (x) in the case of a certificated Note, by the IssuerTrustee (in principal amounts of $1,000 or multiples thereof) by lot, at on a pro rata basis or by another method the option Trustee considers to be appropriate and, (y) in the case of a Global Note, in accordance with, and subject to, DTC’s applicable procedures. If a portion of a Holder’s Notes is selected for partial redemption and such Holder converts a portion of such Notes, the Companyconverted portion shall be deemed to be from the portion selected for redemption. In the event of any redemption in part, the Company shall not be required to register the transfer of or exchange any Note so selected for redemption, in whole or in part, less than all except the unredeemed portion of any such Bonds to Note being redeemed in part. No Notes may be selected by lot or in such manner as redeemed if the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% principal amount of the Outstanding principal amount thereof plus accrued interest to (but Notes has been accelerated, and such acceleration has not including) the redemption date. During any Long Term Period, the Bonds are subject to redemption by the Issuer, at the option of the Companybeen rescinded, on or after prior to the First Optional Redemption Date, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at the redemption prices (expressed as percentages of principal amount) set forth in the following table plus accrued interest to (but not including) the redemption date: First Optional Redemption Date through (and including) except in the day immediately preceding case of an acceleration resulting from a default by the first anniversary Company in the payment of the First Optional Redemption Date 102% First anniversary of the First Optional Redemption Date through (and including) the day immediately preceding the second anniversary of the First Optional Redemption Date 101% Second anniversary of the First Optional Redemption Date and thereafter 100%Price with respect to such Notes).

Appears in 1 contract

Sources: Indenture (JD.com, Inc.)

Optional Redemption by the Company. During any Daily Period or Weekly Period, the Bonds are subject to redemption by the Issuer, at the option of the Company, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to (but not including) the redemption date. On any Conversion Date or on the day following the end of the Calculation Period if such day is the end of the Calculation Period for all Bonds, the Bonds are subject to redemption by the Issuer, at the option of the Company, in whole or in part, less than all of such Bonds to be selected by lot or in such manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to (but not including) the redemption date. During any Long Term PeriodPeriod that is greater than ten (10)years, the Bonds are subject to redemption by the Issuer, at the option of the Company, on or after the First Optional Redemption Date, in whole at any time or in part on any Interest Payment DateBusiness Day, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the redemption prices (expressed as percentages of principal amount) set forth in the following table amount thereof plus accrued interest to (but not including) the redemption date: First Optional Redemption Date through . During any Long Term Period that is not greater than ten (and including10) years, the day immediately preceding the first anniversary of the First Optional Redemption Date 102% First anniversary of the First Optional Redemption Date through (and including) the day immediately preceding the second anniversary of the First Optional Redemption Date 101% Second anniversary of the First Optional Redemption Date and thereafter 100%Bonds are not subject to optional redemption.

Appears in 1 contract

Sources: Lease Agreement (NuStar Energy L.P.)

Optional Redemption by the Company. During any Daily Period The Company may not redeem the Notes prior to March 20, 2026, except under the circumstances described in Section 16.01. (a) On or Weekly Periodafter March 20, 2026, the Bonds are subject to redemption by Company may redeem for cash all or part of the IssuerNotes, at its option, if the option Last Reported Sale Price of the CompanyADSs has been at least 130% of the Conversion Price then in effect on (i) each of at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, in whole at and including, the Trading Day immediately prior to the date the Company provides the Optional Redemption Notice and (ii) the Trading Day immediately preceding the date the Company provides the Optional Redemption Notice (such redemption, an “Optional Redemption”). (b) In case the Company exercises its option to redeem all or, as the case may be, any time part of the Note, it shall fix a date for redemption (the “Optional Redemption Date”) and shall give the Trustee, Conversion Agent, Paying Agent and each Holder of the Notes not less than 45 Scheduled Trading Days’ but no more than 60 Scheduled Trading Days’ notice (an “Optional Redemption Notice”) prior to the Optional Redemption Date, and the redemption price (the “Optional Redemption Price”) will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date (unless the Optional Redemption Date falls after a Regular Record Date but on or in part on any prior to the immediately succeeding Interest Payment Date, less than all in which case the Company shall pay on the Interest Payment Date the full amount of accrued and unpaid interest, if any, to the holder of record as of the close of business on such Bonds Regular Record Date, and the Optional Redemption Price shall be equal to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount of the Notes to be redeemed). The Optional Redemption Date must be a Business Day. Each Optional Redemption Notice shall specify: (i) the Optional Redemption Date; (ii) the Optional Redemption Price; (iii) the Settlement Method that will apply to all conversions with a Conversion Date that occurs on or after the date the Company sends such Optional Redemption Notice and before the close of business on the second Business Day immediately before the related Optional Redemption Date; (iv) that on the Optional Redemption Date, the Optional Redemption Price will become due and payable for each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date unless the Company defaults in the payment of the Optional Redemption Price; (v) the place or places where the Notes subject to such redemption are to be surrendered for payment of the Optional Redemption Price; (vi) that Holders of Called Notes may surrender their Called Notes for conversion at any time prior to the close of business on the second Business Day prior to the relevant Optional Redemption Date (unless the Company fails to pay the Optional Redemption Price, in which case a Holder of Notes may convert such Notes until the Business Day immediately preceding the date on which the Optional Redemption Price has been paid or duly provided for); (vii) the Conversion Rate and, if applicable, the number of Additional ADSs added to the Conversion Rate in accordance with Section 14.03(g); (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number listed in such notice or printed on the Notes; and (ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof plus accrued interest to be redeemed, and that upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable. At the Company’s prior written request, the Trustee shall give the Optional Redemption Notice in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee not later than the close of business five Business Days prior to the date the Optional Redemption Notice is to be sent (but unless a shorter period shall be satisfactory to the Trustee), an Officer’s Certificate and a Company Order requesting that the Trustee give such Optional Redemption Notice together with the Optional Redemption Notice to be given setting forth the information to be stated therein as provided in the preceding paragraph. The Optional Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not including) the Holder receives such notice. In any case, failure to give such Optional Redemption Notice or any defect in the Optional Redemption Notice to the Holder of any Note designated for redemption date. On any Conversion Date as a whole or on in part shall not affect the day following the end validity of the Calculation Period if such day is proceedings for the end Optional Redemption of any other Note. If the Company decides to redeem fewer than all of the Calculation Period for all Bondsoutstanding Notes, the Bonds are subject to redemption by the Issuer, at the option aggregate principal amount of the CompanyNotes called for Optional Redemption must be US$200,000 or an integral multiple of US$200,000 in excess thereof, and, in the case of Physical Notes, the Trustee will select the Notes to be redeemed (in principal amounts of $200,000 or integral multiples of US$200,000 in excess thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate and, in the case of a Global Note, the Notes to be redeemed shall be selected in accordance with, and subject to, DTC’s applicable procedures. If a portion of the Notes is selected (or deemed selected) for partial Optional Redemption and such Holder converts a portion of such Notes, the converted portion shall be deemed to be from the portion selected (or deemed selected) for Optional Redemption. In the event of any Optional Redemption in part, the Company shall not be required to register the transfer of or exchange any Note so selected for Optional Redemption, in whole or in part, less than all except the unredeemed portion of any such Bonds to be selected by lot or Note being redeemed in such manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to (but not including) the redemption date. During any Long Term Period, the Bonds are subject to redemption by the Issuer, at the option of the Company, on or after the First Optional Redemption Date, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at the redemption prices (expressed as percentages of principal amount) set forth in the following table plus accrued interest to (but not including) the redemption date: First Optional Redemption Date through (and including) the day immediately preceding the first anniversary of the First Optional Redemption Date 102% First anniversary of the First Optional Redemption Date through (and including) the day immediately preceding the second anniversary of the First Optional Redemption Date 101% Second anniversary of the First Optional Redemption Date and thereafter 100%part.

Appears in 1 contract

Sources: Indenture (iQIYI, Inc.)

Optional Redemption by the Company. During any Daily Period The Company may not redeem the Notes prior to February 6, 2024, except under the circumstances described in Section 16.01. (a) On or Weekly Periodafter February 6, 2024 and on or prior to the 20th Scheduled Trading Day immediately prior to the Maturity Date, the Bonds are subject to redemption by Company may redeem for cash all or part of the IssuerNotes, at its option, if the option Last Reported Sale Price of the CompanyADSs has been at least 130% of the Conversion Price then in effect on (i) each of at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, in whole at and including, the Trading Day immediately prior to the date the Company provides notice of redemption and (ii) the Trading Day immediately preceding the date the Company sends such notice. ​ ​ ​ (b) In case the Company exercises its option to redeem all or, as the case may be, any time part of the Note, it shall fix a date for redemption (the “Optional Redemption Date”) and shall give the Holders, Trustee, Conversion Agent, Paying Agent and each Holder of the Notes not less than 30 Scheduled Trading Days’ but no more than 40 Scheduled Trading Days’ notice (an “Optional Redemption Notice”) prior to the Optional Redemption Date, and the Redemption Price will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid Additional Interest, if any, to, but excluding, the Optional Redemption Date (unless the Optional Redemption Date falls after an Additional Interest Record Date but on or in part on any prior to the immediately succeeding Additional Interest Payment Date, less than all in which case the Company shall pay on the Additional Interest Payment Date the full amount of accrued and unpaid Additional Interest, if any, to the holder of record as of the close of business on such Bonds Additional Interest Record Date, and the Redemption Price shall be equal to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% of the Outstanding principal amount of the Notes to be redeemed). The Optional Redemption Date must be a Business Day. The Company shall send to each Holder written Optional Redemption Notice containing certain information set forth in this Indenture, including: (i) the Optional Redemption Date; (ii) the Redemption Price; (iii) the Settlement Method that will apply to all conversions with a Conversion Date that occurs on or after the date the Company sends such Optional Redemption Notice and before the close of business on the second Business Day immediately before the related Optional Redemption Date; (iv) that on the Optional Redemption Date, the Redemption Price will become due and payable for each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date unless the Company defaults in the payment of the Redemption Price; (v) the place or places where the Notes subject to such redemption are to be surrendered for payment of the Redemption Price; (vi) that Holders may surrender Notes for conversion at any time prior to the close of business on the second Business Day prior to the Optional Redemption Date (unless the Company fails to pay the Redemption Price, in which case a Holder of Notes may convert such Notes until the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for); (vii) the Conversion Rate and, if applicable, the number of Additional ADSs added to the Conversion Rate in accordance with Section 14.03; (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number listed in such notice or printed on the Notes; and ​ ​ ​ (ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof plus accrued interest to be redeemed, and that upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable. At the Company’s prior written request, the Trustee shall give the Optional Redemption Notice in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee not later than the close of business five Business Days prior to the date the Redemption Notice is to be sent (but unless a shorter period shall be satisfactory to the Trustee), an Officer’s Certificate and a Company Order requesting that the Trustee give such Optional Redemption Notice together with the Optional Redemption Notice to be given setting forth the information to be stated therein as provided in the preceding paragraph. The Optional Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not including) the Holder receives such notice. In any case, failure to give such Optional Redemption Notice or any defect in the Optional Redemption Notice to the Holder of any Note designated for redemption date. On any Conversion Date as a whole or on in part shall not affect the day following the end validity of the Calculation Period if such day is proceedings for the end Optional Redemption of any other Note. If the Company decides to redeem fewer than all of the Calculation Period for all Bondsoutstanding Notes, the Bonds are Trustee will select the Notes to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate and, in the case of a Global Note, in accordance with, and subject to, DTC’s applicable procedures. If the Trustee selects a portion of a Holder’s Notes for partial redemption and such Holder converts a portion of such Notes, the converted portion shall be deemed to be from the portion selected for redemption. In the event of any redemption by in part, the Issuer, at Company shall not be required to register the option transfer of the Companyor exchange any Note so selected for redemption, in whole or in part, less than all except the unredeemed portion of any such Bonds to Note being redeemed in part. No Notes may be selected by lot or in such manner as redeemed if the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at a redemption price of 100% principal amount of the Outstanding principal amount thereof plus accrued interest to (but Notes has been accelerated, and such acceleration has not including) the redemption date. During any Long Term Period, the Bonds are subject to redemption by the Issuer, at the option of the Companybeen rescinded, on or after prior to the First Optional Redemption Date, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected by lot or in such other manner as the Trustee shall determine (except as otherwise provided in Section 3.06 hereof), at the redemption prices (expressed as percentages of principal amount) set forth in the following table plus accrued interest to (but not including) the redemption date: First Optional Redemption Date through (and including) except in the day immediately preceding case of an acceleration resulting from a default by the first anniversary Company in the payment of the First Optional Redemption Date 102% First anniversary of the First Optional Redemption Date through (and including) the day immediately preceding the second anniversary of the First Optional Redemption Date 101% Second anniversary of the First Optional Redemption Date and thereafter 100%Price with respect to such Notes).

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Sources: Indenture (NIO Inc.)