Optional Redemption for Taxation Reasons Clause Samples

The Optional Redemption for Taxation Reasons clause allows an issuer to redeem securities before their scheduled maturity if changes in tax law would result in increased tax obligations related to those securities. Typically, this clause is triggered if the issuer would be required to pay additional amounts to investors due to new or increased withholding taxes or other tax-related costs. By including this provision, issuers can protect themselves from unforeseen tax liabilities, ensuring that they are not financially disadvantaged by changes in tax regulations affecting the securities.
POPULAR SAMPLE Copied 1 times
Optional Redemption for Taxation Reasons. (a) The Issuer or Successor Issuer (as defined below) may redeem the Notes in whole, but not in part, at any time upon giving not less than 10 nor more than 60 days' prior written notice to the Holders of the Notes (which notice will be irrevocable), with a copy to the Trustee and the Paying Agent, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed for redemption (a "Tax Redemption Date") (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if any, if the Issuer, a Successor Issuer or the relevant Guarantor determines in good faith that, as a result of: (i) any change in, or amendment to, the law (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation; or (ii) any change in, or amendment to, or the introduction of, an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) of a Relevant Taxing Jurisdiction (each of the foregoing in clauses (i) and (ii), a "Change in Tax Law"), the Issuer, a Successor Issuer or the relevant Guarantor is, or on the next interest payment date in respect of the Notes or a Note Guarantee would be, required to pay any Additional Amounts (but, in the case of a Guarantor, only if the payment giving rise to such requirement to pay Additional Amounts cannot be made by the Issuer or another Guarantor without giving rise to an obligation to pay Additional Amounts), and such obligation cannot be avoided by taking reasonable measures available to the Issuer, the Successor Issuer or the relevant Guarantor (including, for the avoidance of doubt, making payments through a different Paying Agent). In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that is a Relevant Taxing Jurisdiction at the Issue Date, such Change in Tax Law must be publicly announced and become effective on or after the Issue Date. In the case of redemption due to withholding as a result of a Change in Tax Law in a jurisdiction that becomes a Relevant Taxing Jurisdiction after the Issue Date, such Change in Tax Law must be pu...
View SourceView Similar (5)
Optional Redemption for Taxation Reasons. The Company may redeem the Notes at its option in whole, but not in part, at any time, giving not less than 30 nor more than 60 days’ written notice (which will be irrevocable) to the Trustee and, if required by the applicable laws and regulations, as interpreted by the CNV and/or any other applicable authorities, to the CNV, in writing, at the principal amount thereof, together with any accrued but unpaid interest and any Additional Amounts to the date fixed for redemption if, as a result of any change in, or amendment to, the laws (or any regulations or rulings issued thereunder) of Argentina or any political subdivision of or any taxing authority in Argentina or any change in the application, administration or official interpretation of such laws, regulations or rulings, including, without limitation, the holding of a court of competent jurisdiction, the Company has or will become obligated to pay Additional Amounts on or in respect of such Notes, which change or amendment becomes effective on or after the date of issuance of the Notes, and the Company determines in good faith that such obligation cannot be avoided by the Company taking commercially reasonable measures available to it; it being understood that commercially reasonable measures shall not include any change in the Company’s jurisdiction of incorporation or organization or location of the Company’s principal executive office or registered office. Prior to the distribution of any notice of redemption pursuant to this paragraph, the Company will deliver to the Trustee an Officer’s Certificate stating that the Company has or will become obligated to pay Additional Amounts as a result of such change or amendment, and that such obligation cannot be avoided by the Company taking reasonable measures available to it. The Company will also deliver an opinion of an independent legal counsel of recognized standing in Argentina stating that the Company would be obligated to pay Additional Amounts as a result of such change or amendment. The Trustee will be entitled to accept such certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent contained in the third preceding sentence, in which event they will be conclusive and binding on the Holders.
View SourceView Similar (3)
Optional Redemption for Taxation Reasons. If the SPE is satisfied immediately prior to the giving of the notice referred to below that on the next date on which the SPE is to make any payment in respect of the Note to the Noteholder, the SPE would be required to make a Tax Deduction from such payment then the SPE may, subject to Conditions 7.2 (Priority of Payments Prior to Enforcement) and 7.3 (Priority of Payments Post Enforcement), having given not less than 3 Business Days’ notice to the Security Trustee and the Noteholder in accordance with Condition 13 (Notices), and subject to satisfying the Security Trustee that it will have the funds available to do so, redeem all (but not some only) of the Note at its Amortised Face Value.
View Source
Optional Redemption for Taxation Reasons. If the US Master Purchaser is satisfied immediately prior to the giving of the notice referred to below that on the next date on which the US Master Purchaser is to make any payment in respect of the ▇▇▇▇▇▇▇▇ US Notes, the US Master Purchaser would be required to deduct or withhold from any such payment any amount for, or on account of, any Taxes, then the US Master Purchaser may, having given not less than 10 Business Days’ notice to the Security Agent and the ▇▇▇▇▇▇▇▇ US Noteholders in accordance with ▇▇▇▇▇▇▇▇ US Note Condition 15, and subject to satisfying the Security Agent that it will have the funds available to do so, redeem all (but not some only) of the ▇▇▇▇▇▇▇▇ US Notes at their Face Value.
View Source

Related to Optional Redemption for Taxation Reasons

  • Redemption for Taxation Reasons The Securities may be redeemed, at the Company’s option, in whole but not in part, upon giving not less than 30 days’ nor more than 60 days’ notice to the Holders (which notice will be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including any Additional Amounts), if any, to the Tax Redemption Date if, as a result of: (a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Jurisdiction affecting taxation; or (b) any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change or amendment becomes effective (i) in the case of the Company, on or after the Closing Date or (ii) in the case of any successor entity, on or after the date such successor entity becomes obligated under the Securities or the Indenture, with respect to any payment due or to become due under the Securities or the Indenture, the Company or its successor entity, as the case may be, is, or on the next Interest Payment Date would be, required to pay Additional Amounts, and such requirement cannot be avoided by the Company or its successor entity, as the case may be, taking reasonable measures available to it; provided that for the avoidance of doubt changing the jurisdiction of the Company or any successor entity is not a reasonable measure for the purposes of this section; and provided, further that no such notice of redemption will be given earlier than 60 days prior to the earliest date on which we, or any successor entity, as the case may be, would be obligated to pay such Additional Amounts if a payment in respect of the Securities were then due. Any Securities that are redeemed will be cancelled.

  • Redemption for Tax Reasons The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note, an Index Linked Interest Note nor a Dual Currency Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note, an Index Linked Interest Note or a Dual Currency Interest Note), on giving not less than 30 nor more than 60 days’ notice to the Principal Paying Agent and, in accordance with Condition 15, the Noteholders (which notice shall be irrevocable), if: (i) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 9 or the Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction (as defined in Condition 9) or any political subdivision of, or any authority in, or of, a Tax Jurisdiction having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and (ii) such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the Guarantor would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Principal Paying Agent a certificate signed by two Directors of the Issuer or, as the case may be, two Directors of the Guarantor stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the Guarantor has or will become obliged to pay such additional amounts as a result of such change or amendment. Notes redeemed pursuant to this Condition 8(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

  • Notice of Optional Redemption (a) At least 30 days but not more than 60 days before a redemption date pursuant to Paragraph 5 of the applicable Security, the Issuers shall mail or cause to be mailed by first-class mail a notice of redemption to each Holder whose Securities are to be redeemed to such Holder’s registered address or otherwise in accordance with the procedures of the Depository, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of this Indenture pursuant to Article 8 hereof. Any such notice shall identify the Securities to be redeemed and shall state: (i) the redemption date; (ii) the redemption price and the amount of accrued interest to the redemption date; (iii) the name and address of a Paying Agent; (iv) that Securities called for redemption must be surrendered to a Paying Agent to collect the redemption price, plus accrued interest; (v) if fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts of the particular Securities to be redeemed, the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption; (vi) that, unless the Issuers default in making such redemption payment or any Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; (vii) the CUSIP number, ISIN and/or “Common Code” number, if any, printed on the Securities being redeemed; and (viii) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN and/or “Common Code” number, if any, listed in such notice or printed on the Securities. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuers’ discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the stated redemption date, or by the redemption date as so delayed. (b) At the Issuers’ request, the Trustee shall give the notice of redemption specified in this Section 3.05 in the Issuers’ names and at the Issuers’ expense; provided, however, that the Issuers have delivered to the Trustee, at least 45 days (unless a shorter period is acceptable to the Trustee) prior to the redemption date, an Officer’s Certificate requesting that the Trustee give such notice. In such event, the Issuers shall provide the Trustee in writing with the information required by this Section 3.05.

  • Optional Redemption (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuer will not have the option to redeem the 2019 Notes prior to June 1, 2014. On or after June 1, 2014, the Issuer may redeem all or a part of the 2019 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2019 Notes redeemed to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2014 103.000 % 2015 101.500 % 2016 and thereafter 100.000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the 2019 Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 1, 2014, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of 2019 Notes issued under the Indenture (including any additional notes issued after the Issue Date) at a redemption price of 106.000% of the principal amount thereof, plus accrued and unpaid interest to, but not including the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that (1) at least 65% in aggregate principal amount of the 2019 Notes issued under the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) that such redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) At any time prior to June 1, 2014, the Issuer may also redeem all or a part of the 2019 Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of 2019 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, but not including, the date of redemption, subject to the rights of Holders of 2019 Notes on the relevant record date to receive interest due on the relevant interest payment date.

  • Special Optional Redemption In the event of a Change of Control, the Issuer will have the option to redeem the Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date. If the Issuer exercises its redemption right, by sending the required notice, with respect to some or all of the Series A Preferred Stock, the holders of Series A Preferred Stock will not be permitted to exercise the conversion rights described below in respect of any Series A Preferred Stock called for redemption.