Common use of Optional Redemption of the Notes Clause in Contracts

Optional Redemption of the Notes. (a) At the Issuers’ option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior to the Par Call Date, the Issuers will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value of the Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Issuers will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: First Supplemental Indenture (Genpact LTD)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 15 days’ but no more than 30 45 days’ prior written notice mailed sent to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior Prior to the Par Call Date, the Issuers Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 20 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect to redeem the Notes on . On or after the Par Call Date, the Issuers Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to Date. The Company will calculate the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)redemption price. (dc) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemptionredemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot. No Notes of $1,000 or less will be redeemed in part. (fe) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days days before the day of mailing sending of the relevant notice of redemption and ending on the close of business on that day of mailingsending; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Seventeenth Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Issuers’ optionany time on and after December 20, 2018 and prior to March 20, 2028, the Notes Company may be redeemed, in whole at any time redeem all or in a part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. Notes, at a Redemption Price (bas calculated by the Company) If the Issuers elect to redeem the Notes prior to the Par Call Date, the Issuers will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the such Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due but for the redemption if the such Notes matured on the Par Call Date March 20, 2028 (exclusive of excluding accrued but unpaid interest accrued to to, but excluding, the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate as of such Redemption Date plus 15 25 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, ; plus accrued and unpaid interestinterest thereon, if any, to, but excluding, the Redemption Date (Date, subject to the right rights of Holders of record of such Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment DateDate pursuant to Section 4.03(d). (db) If money sufficient to pay At any time on and after March 20, 2028, the redemption Company may redeem the Notes, in whole or in part at the price of and accrued interest on 100% of the principal amount of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date plus accrued and the other conditions set forth in Article 11 of the Base Indenture are satisfiedunpaid interest thereon, then on and after if any, to, but excluding, the Redemption Date, interest will cease subject to accrue the rights of Holders of record of such Notes on the Notes Regular Record Date to receive interest due on the Interest Payment Date pursuant to Section 4.03(d). (or such portion thereofc) called for redemption. If any a Redemption Date falls on a day that is not a Business Day, the Issuers Company will pay postpone the redemption price payment of the Redemption Price payable on such Redemption Date to the next succeeding Business Day, but the payment made on such Redemption Date will be treated as being made on the next Business Day without date that the payment was first due and the Holders will not be entitled to any further interest or other payment due payments with respect to the delaysuch postponement. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Third Supplemental Indenture (E Trade Financial Corp)

Optional Redemption of the Notes. (a) At the Issuers’ optionThe Notes shall be redeemable, the Notes may be redeemed, in whole at any time in whole or in part from time to timetime in part, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior to the Par Call DateCompany’s option, the Issuers will pay at a redemption price Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on to be redeemed from the Par Call Redemption Date to the Stated Maturity of the Notes to be redeemed (exclusive of any interest accrued to the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 15 25 basis points, points in the case of the 2012 Notes and 30 basis points in the case of the 2019 Notes (the “Applicable Premium”); plus, in each case, any interest accrued and unpaid interest, if any, but not paid on the amount being Notes to be redeemed to, but excluding, to the Redemption Date. Notwithstanding the foregoing, installments of interest on applicable Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date (subject will be payable on the Interest Payment Date to the right registered holders as of Holders the close of record business on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (cb) If Unless the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a redemption price equal to 100% Company defaults in payment of the principal amount of the Notes redeemedRedemption Price, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) portions thereof called for redemption. If any Redemption Date is not a Business Day, the Issuers will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer less than all of the applicable Notes are to be redeemed at any time, the Trustee will select the Notes for redemption on a pro rata basis. Notes in denominations of $2,000 or less may not be redeemed in part. Notes in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. Notice of any redemption may, at the Company’s discretion, be subject to one or more than conditions precedent. A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. (c) The Applicable Premium shall be calculated by an independent investment banking institution of national standing appointed by the Company; provided, however, if the Company fails to make such appointment at least 45 days Business Days prior to the Redemption Date, or if the particular Notes institution so appointed is unwilling or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less unable to make such calculation, such calculation will be redeemed in partmade by an independent investment banking institution of national standing appointed by the Trustee. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Supplemental Indenture (Dell Inc)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 60 days’ prior written notice mailed sent to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior Prior to the Par Call Date, the Issuers Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 25 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in each either case, accrued and unpaid interestinterest thereon, if any, on the amount being redeemed to, but excludingnot including, the 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). (c) If the Issuers elect to redeem the Notes on . On or after the Par Call Date, the Issuers Notes will pay be redeemable in whole or in part at any time and from time to time, at the Company’s option, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if anyinterest thereon, to, but excludingnot including, the Redemption Date (subject to Date. The Company will calculate the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Redemption Price. (dc) If money sufficient to pay the redemption price Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemptionredemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price Redemption Price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all of the Notes are to be redeemed at any time, not more than 45 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot. No Notes of $1,000 2,000 or less will be redeemed in part. (fe) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days 10 days before the day of mailing sending of the relevant notice of redemption and ending on the close of business on that day of mailingsending; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (f) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price.

Appears in 1 contract

Sources: Twentieth Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Issuers’ optionThe Notes shall be redeemable, the Notes may be redeemed, in whole at any time in whole or in part from time to timetime in part, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior to the Par Call DateCompany’s option, the Issuers will pay at a redemption price Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on to be redeemed from the Par Call Redemption Date to the Stated Maturity of the Notes to be redeemed (exclusive of any interest accrued to the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 15 50 basis pointspoints (the “Applicable Premium”), plus, in each case, any interest accrued and unpaid interest, if any, but not paid on the amount being Notes to be redeemed to, but excluding, to the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date (subject will be payable on the Interest Payment Date to the right registered holders as of Holders the close of record business on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (cb) If Unless the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a redemption price equal to 100% Company defaults in payment of the principal amount of the Notes redeemedRedemption Price, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) portions thereof called for redemption. If any Redemption Date is not a Business Day, the Issuers will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption on a pro rata basis. Notes in denominations of $2,000 or less may not be redeemed in part. Notes in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. Notice of any redemption may, at the Company’s discretion, be subject to one or more than conditions precedent. A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. (c) The Applicable Premium shall be calculated by an independent investment banking institution of national standing appointed by the Company; provided, however, if the Company fails to make such appointment at least 45 days Business Days prior to the Redemption Date, or if the particular Notes institution so appointed is unwilling or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less unable to make such calculation, such calculation will be redeemed in partmade by an independent investment banking institution of national standing appointed by the Trustee. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Supplemental Indenture (Dell Inc)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 60 days’ prior written notice mailed sent to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior Prior to the Par Call Maturity Date, the Issuers Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Maturity Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 10 basis points, plus, in each case, less interest accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, to the 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 (cii) If the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a redemption price equal to 100% of the principal amount of the Notes to be redeemed; plus, plus in either case, accrued and unpaid interest, if anyinterest thereon, to, but excludingnot including, the Redemption Date (subject to Date. The Company will calculate the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Redemption Price. (dc) If money sufficient to pay the redemption price Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemptionredemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price Redemption Price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all of the Notes are to be redeemed at any time, not more than 45 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot. No Notes of $1,000 2,000 or less will be redeemed in part. (fe) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days 10 days before the day of mailing sending of the relevant notice of redemption and ending on the close of business on that day of mailingsending; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (f) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price. (g) Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Company will provide written notice to the Trustee on or prior to the Redemption Date if any such conditional redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 60 days’ prior written notice mailed sent to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior Prior to the Par Call Maturity Date, the Issuers Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Maturity Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 12.5 basis points, plus, in each case, less interest accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, to the 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 (cii) If the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a redemption price equal to 100% of the principal amount of the Notes to be redeemed; plus, plus in either case, accrued and unpaid interest, if anyinterest thereon, to, but excludingnot including, the Redemption Date (subject to Date. The Company will calculate the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Redemption Price. (dc) If money sufficient to pay the redemption price Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemptionredemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price Redemption Price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all of the Notes are to be redeemed at any time, not more than 45 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot. No Notes of $1,000 2,000 or less will be redeemed in part. (fe) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days 10 days before the day of mailing sending of the relevant notice of redemption and ending on the close of business on that day of mailingsending; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (f) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price. (g) Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Company will provide written notice to the Trustee on or prior to the Redemption Date if any such conditional redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 30 days’ but no more than 30 60 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect Company elects to redeem the Notes prior to before the Par Call Date, the Issuers Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date Date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 45 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect Company elects to redeem the Notes on or after the Par Call Date, the Issuers Company will pay a redemption price an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot or by such method as the Trustee deems fair and appropriate. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Fifth Supplemental Indenture

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 30 days’ but no more than 30 60 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect Company elects to redeem the Notes prior to before the Par Call Date, the Issuers Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date Date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 40 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect Company elects to redeem the Notes on or after the Par Call Date, the Issuers Company will pay a redemption price an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot or by such method as the Trustee deems fair and appropriate. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 30 days’ but no more than 30 60 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect Company elects to redeem the Notes prior to before the Par Call Date, the Issuers Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date Date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 55 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect Company elects to redeem the Notes on or after the Par Call Date, the Issuers Company will pay a redemption price an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot or by such method as the Trustee deems fair and appropriate. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Seventh Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At Subject to Section 3.02, at the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 60 days’ prior written notice mailed sent to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior Prior to the Par Call Date, the Issuers Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 30 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in each either case, accrued and unpaid interestinterest thereon, if any, on the amount being redeemed to, but excludingnot including, the 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). (c) If the Issuers elect to redeem the Notes on . On or after the Par Call Date, the Issuers Notes will pay be redeemable in whole or in part at any time and from time to time, at the Company’s option, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if anyinterest thereon, to, but excludingnot including, the Redemption Date (subject to Date. The Company will calculate the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Redemption Price. (dc) If money sufficient to pay the redemption price Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemptionredemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price Redemption Price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all of the Notes are to be redeemed at any time, not more than 45 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot. No Notes of $1,000 2,000 or less will be redeemed in part. (fe) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days 10 days before the day of mailing sending of the relevant notice of redemption and ending on the close of business on that day of mailingsending; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (f) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price. (g) Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Company will provide written notice to the Trustee on or prior to the Redemption Date if any such conditional redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Issuers’ optionThe Notes shall be redeemable, the Notes may be redeemed, in whole at any time in whole or in part from time to timetime in part, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior to the Par Call DateCompany’s option, the Issuers will pay at a redemption price Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on to be redeemed from the Par Call Redemption Date to the Stated Maturity of the Notes to be redeemed (exclusive of any interest accrued to the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 15 basis pointspoints in the case of the 2013 Notes, 15 basis points in the case of the 2015 Notes and 30 basis points in the case of the 2040 Notes (the “Applicable Premium”); plus, in each case, any interest accrued and unpaid interest, if any, but not paid on the amount being Notes to be redeemed to, but excluding, to the Redemption Date. Notwithstanding the foregoing, installments of interest on applicable Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date (subject will be payable on the Interest Payment Date to the right registered holders as of Holders the close of record business on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (cb) If Unless the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a redemption price equal to 100% Company defaults in payment of the principal amount of the Notes redeemedRedemption Price, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will shall cease to accrue on the Notes (or such portion thereof) portions thereof called for redemption. If Notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent. A notice of redemption need not set forth the exact Redemption Date is not a Business DayPrice, but only the Issuers will pay the redemption price on the next Business Day without any interest or other payment due to the delaymanner of calculation thereof. (ec) If fewer than all The Applicable Premium shall be calculated by an independent investment banking institution of national standing appointed by the Notes are Company; provided, however, if the Company fails to be redeemed make such appointment at any time, not more than least 45 days Business Days prior to the Redemption Date, or if the particular Notes institution so appointed is unwilling or portions thereof for redemption from the outstanding Notes not previously called unable to make such calculation, such calculation shall be selected in accordance with made by an independent investment banking institution of national standing appointed by the procedures of DTC. No Notes of $1,000 or less will be redeemed in partTrustee. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Third Supplemental Indenture (Dell Inc)

Optional Redemption of the Notes. (a) At Subject to Section 3.02, at the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 60 days’ prior written notice mailed sent to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior Prior to the Par Call Date, the Issuers Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 25 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in each either case, accrued and unpaid interestinterest thereon, if any, on the amount being redeemed to, but excludingnot including, the 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). (c) If the Issuers elect to redeem the Notes on . On or after the Par Call Date, the Issuers Notes will pay be redeemable in whole or in part at any time and from time to time, at the Company’s option, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if anyinterest thereon, to, but excludingnot including, the Redemption Date (subject to Date. The Company will calculate the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Redemption Price. (dc) If money sufficient to pay the redemption price Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemptionredemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price Redemption Price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all of the Notes are to be redeemed at any time, not more than 45 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot. No Notes of $1,000 2,000 or less will be redeemed in part. (fe) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days 10 days before the day of mailing sending of the relevant notice of redemption and ending on the close of business on that day of mailingsending; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (f) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price. (g) Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. The Company will provide written notice to the Trustee on or prior to the Redemption Date if any such conditional redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the Notes to be redeemed in the same manner in which the notice of redemption was given.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At The Notes will be redeemable -------------------------------- at any time, at the Issuers’ option, option of the Notes may be redeemedCompany, in whole at any time or in part from time to timetime in part, on at least 10 days’ 30 days but no more than 30 days’ 60 days prior written notice mailed to the registered Holders holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes . In addition, notice of any such optional redemption will be published as described in Section 5 below no later than 30 days prior to the Par Call Date, redemption date. The respective redemption prices of the Issuers Notes will pay a redemption price be equal to the greater of: of (i1) 100% of the principal amount of the Notes to be redeemed; and redeemed and (ii2) the sum sum, as determined by the Quotation Agent (as defined below), of the present value values of the Remaining Scheduled Payments principal amount of principal the Notes to be redeemed and the remaining scheduled payments of interest thereon that would be due if from the Notes matured on the Par Call Date (exclusive of interest accrued redemption date to the Redemption Daterespective maturity date (the "Remaining Life") discounted from their respective scheduled payment dates to the Redemption Date redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate (as defined below) plus 10 basis points (in the case of the 2004 notes), 15 basis pointspoints (in the case of the 2009 Notes) or 20 basis points (in the case of the 2029 Notes), plus, in each case, accrued and unpaid interest, if any, interest on the principal amount being redeemed to, but excluding, the 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). (c) If the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) date. If money sufficient to pay the redemption price of of, and accrued interest on on, the Notes (or portions thereof) to be redeemed on the Redemption Date redemption date is deposited with the Trustee or Paying Agent on or before the Redemption Date redemption date and the certain other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Dateredemption date, interest will cease to accrue on the such Notes (or such portion thereof) called for redemption. If any Redemption Date redemption date is not a Business Day, the Issuers Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) . If fewer less than all of the Notes of a series are to be redeemed at any time, not more than 45 days prior to the Redemption Dateredeemed, the particular Trustee will select the Notes or portions thereof for redemption from on a pro rata basis, by lot or by such other method as the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCTrustee deems appropriate and fair. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: First Supplemental Indenture (Electronic Data Systems Corp /De/)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 30 days’ but no more than 30 60 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect Company elects to redeem the Notes prior to before the Par Call Date, the Issuers Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date Date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 35 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect Company elects to redeem the Notes on or after the Par Call Date, the Issuers Company will pay a redemption price an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot or by such method as the Trustee deems fair and appropriate. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Third Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 15 days’ but no more than 30 45 days’ prior written notice mailed sent to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior Prior to the Par Call Date, the Issuers Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 25 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect to redeem the Notes on . On or after the Par Call Date, the Issuers Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to Date. The Company will calculate the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)redemption price. (dc) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemptionredemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot. No Notes of $1,000 or less will be redeemed in part. (fe) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days days before the day of mailing sending of the relevant notice of redemption and ending on the close of business on that day of mailingsending; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Eighteenth Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Issuers’ option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior Prior to the Par Call Date, the Issuers will pay Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price calculated by the Company (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (iiA) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis pointspoints less (B) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed on such Redemption Date, plus, in each either case, accrued and unpaid interest, if any, on the amount being redeemed thereon to, but excluding, the Redemption Date (Date, subject to the right rights of Holders of record Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (cb) If the Issuers elect to redeem the Notes on On or after the Par Call Date, the Issuers will pay Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date (Date, subject to the right rights of Holders of record Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (dc) If money sufficient to pay Unless the Company defaults in payment of the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfiedprice, then on and after the Redemption Date, Date interest will cease to accrue on the Notes (or such portion thereof) portions thereof called for redemption. If any Redemption Date is not a Business Day, the Issuers will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all In the case of a partial redemption of the Notes, selection of the Notes are to being redeemed will be redeemed at any time, not more than 45 days prior to made by the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCTrustee by lot. No Notes of a principal amount of $1,000 2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. Except in the case of Global Notes, a new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the Applicable Procedures. (e) Any redemption of the Notes may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, any related written notice of redemption will describe such conditions precedent and, if applicable, will state that, in the Company’s discretion, (i) the Redemption Date may be delayed until such time (including by more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Company in its sole discretion), or (ii) such redemption may not occur and such notice may be rescinded in the event that any or all such conditions will not have been satisfied or waived by the Company by the relevant Redemption Date, or by the Redemption Date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. (f) In The Company’s actions and determinations in determining the case of any redemptionredemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no duty to determine, or verify the calculation of, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partprice.

Appears in 1 contract

Sources: Supplemental Indenture (Ferguson Enterprises Inc. /DE/)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 30 days’ but no more than 30 60 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect Company elects to redeem the Notes prior to before the Par Call Date, the Issuers Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date Date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 45 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect Company elects to redeem the Notes on or after the Par Call Date, the Issuers Company will pay a redemption price an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot or by such method as the Trustee deems fair and appropriate. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 60 days’ prior written notice mailed sent to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior Prior to the Par Call Maturity Date, the Issuers Notes will pay be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Maturity Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 basis points, plus, in each case, less interest accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, to the 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 (cii) If the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a redemption price equal to 100% of the principal amount of the Notes to be redeemed; plus, plus in either case, accrued and unpaid interest, if anyinterest thereon, to, but excludingnot including, the Redemption Date (subject to Date. The Company will calculate the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Redemption Price. (dc) If money sufficient to pay the redemption price Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemptionredemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price Redemption Price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all of the Notes are to be redeemed at any time, not more than 45 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot. No Notes of $1,000 2,000 or less will be redeemed in part. (fe) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days 10 days before the day of mailing sending of the relevant notice of redemption and ending on the close of business on that day of mailingsending; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (f) The Company’s determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will notify the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determine, or verify the calculation of, the Redemption Price.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At Prior to the Issuers’ optionPar Call Date, the Company may redeem the Notes may be redeemed, in whole at any time or in part from time to time, at its option, on at least 10 days’ but no not more than 30 60 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior to the Par Call Datenotice, the Issuers will pay at a redemption price equal to the greater of: of (i) 100% of the principal amount of the Notes to be redeemed; and being redeemed and (ii) the sum of the present value values of the Remaining Scheduled Payments of principal and interest thereon that would be due if on the Notes matured being redeemed on the Par Call Date (exclusive of interest accrued to the Redemption Date) redemption date, discounted to the Redemption Date date of redemption, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) semiannual basis, at the then current Treasury Rate plus 15 45 basis points, plus, in each case, plus accrued and unpaid interest, if any, interest on the amount such Notes being redeemed to, but excludingnot including, the 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). (c) If the Issuers elect to redeem the Notes on redemption date. On or after the Par Call Date, the Issuers will pay Company may on any one or more occasions redeem all or a part of the Notes, at its option, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, interest on such Notes being redeemed to, but excludingnot including, the 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)redemption date. (db) If money sufficient to pay the an optional redemption price of date is on or after a Regular Record Date and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date related Interest Payment Date, any accrued and unpaid interest will be paid to the other conditions set forth Person in Article 11 whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the Base Indenture are satisfiedredemption price, then on and after the Redemption Dateredemption date, interest will cease to accrue on the Notes (or such portion thereof) portions of the Notes called for redemption. If any Redemption Date is not a Business Day, the Issuers redemption and those Notes will pay the redemption price on the next Business Day without any interest or other payment due cease to the delaybe outstanding. (ec) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations. (d) If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, Trustee will select the particular Notes or portions thereof for redemption from in compliance with the outstanding requirements of the Depository, or if the Notes are not previously called shall be selected held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the procedures of DTC. No Notes Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $1,000 or 2,000 in aggregate principal amount of less will shall be redeemed in part. (e) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture. (f) In the case of If any redemptionNote is to be redeemed in part only, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on that relates to that Note will state the close portion of business on the principal amount of that day of mailing; or (ii) if the Issuers have called the Notes that is to be redeemed. A new Note for redemption in whole or in part, except principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form. (g) The Company and its affiliates may at any Note being redeemed time and from time to time purchase Notes in partthe open market, by tender offer, negotiated transactions or otherwise.

Appears in 1 contract

Sources: Supplemental Indenture (Hillenbrand, Inc.)

Optional Redemption of the Notes. (a) At the Issuers’ optionany time on and after February 24, 2018 and prior to July 24, 2022, the Notes Company may be redeemed, in whole at any time redeem all or in a part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. Notes, at a Redemption Price (bas calculated by the Company) If the Issuers elect to redeem the Notes prior to the Par Call Date, the Issuers will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the such Notes to be redeemed; and (ii) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due but for the redemption if the such Notes matured on the Par Call Date July 24, 2022 (exclusive of excluding accrued but unpaid interest accrued to to, but excluding, the Redemption Date) ), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate as of such Redemption Date plus 15 20 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect to redeem the Notes on or after the Par Call Date, the Issuers will pay a redemption price equal to 100% of the principal amount of the Notes redeemed, ; plus accrued and unpaid interestinterest thereon, if any, to, but excluding, the Redemption Date (Date, subject to the right rights of Holders of record of such Notes on the relevant Regular Record Date to receive interest due on the relevant Interest Payment DateDate pursuant to Section 4.03(d). (db) If money sufficient to pay At any time on and after July 24, 2022, the redemption Company may redeem the Notes, in whole or in part at the price of and accrued interest on 100% of the principal amount of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date plus accrued and the other conditions set forth in Article 11 of the Base Indenture are satisfiedunpaid interest thereon, then on and after if any, to, but excluding, the Redemption Date, interest will cease subject to accrue the rights of Holders of record of such Notes on the Notes Regular Record Date to receive interest due on the Interest Payment Date pursuant to Section 4.03(d). (or such portion thereofc) called for redemption. If any a Redemption Date falls on a day that is not a Business Day, the Issuers Company will pay postpone the redemption price payment of the Redemption Price payable on such Redemption Date to the next succeeding Business Day, but the payment made on such Redemption Date will be treated as being made on the next Business Day without date that the payment was first due and the Holders will not be entitled to any further interest or other payment due payments with respect to the delaysuch postponement. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: First Supplemental Indenture (E Trade Financial Corp)

Optional Redemption of the Notes. (a) At the Issuers’ option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 days’ but no more than 30 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect to redeem the Notes prior Prior to the Par Call Date, the Issuers will pay Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price calculated by the Company (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (iiA) the sum of the present value values of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 20 basis pointspoints less (B) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in each either case, accrued and unpaid interest, if any, on the amount being redeemed thereon to, but excluding, the 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). (cb) If the Issuers elect to redeem the Notes on On or after the Par Call Date, the Issuers will pay Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the 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). (dc) If money sufficient to pay Unless the Company defaults in payment of the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfiedprice, then on and after the Redemption Date, Date interest will cease to accrue on the Notes (or such portion thereof) portions thereof called for redemption. If any Redemption Date is not a Business Day, the Issuers will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (ed) If fewer than all In the case of a partial redemption of Definitive Notes, selection of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall will be selected in accordance with the procedures of DTCmade by lot. No Notes of a principal amount of $1,000 2,000 or less will be redeemed in part. (f) In . If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. Except in the case of any redemptionGlobal Notes, the Security Registrar will not be required a new Note in a principal amount equal to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have called the Note for redemption in whole or in part, except the unredeemed portion of any the Note being redeemed will be issued in partthe name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the Applicable Procedures. (e) The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no duty to determine, or verify the calculation of, the redemption price.

Appears in 1 contract

Sources: First Supplemental Indenture (Ferguson Enterprises Inc. /DE/)

Optional Redemption of the Notes. (a) At the Issuers’ Company’s option, the Notes may be redeemed, in whole at any time or in part from time to time, on at least 10 30 days’ but no more than 30 60 days’ prior written notice mailed to the registered Holders of the Notes to be redeemed. (b) If the Issuers elect Company elects to redeem the Notes prior to before the Par Call Date, the Issuers Company will pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed; and (ii) the sum sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present value of the Remaining Scheduled Payments remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date Date, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 15 50 basis points, plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the 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). (c) If the Issuers elect Company elects to redeem the Notes on or after the Par Call Date, the Issuers Company will pay a redemption price an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the 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). (d) If money sufficient to pay the redemption price of and accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Issuers Company will pay the redemption price on the next Business Day without any interest or other payment due to the delay. (e) If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the Redemption Date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCDTC or by lot or by such method as the Trustee deems fair and appropriate. No Notes of $1,000 or less will be redeemed in part. (f) In the case of any redemption, the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during a period beginning 15 Business Days days before the day of mailing of the relevant notice of redemption and ending on the close of business on that day of mailing; or (ii) if the Issuers have Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Supplemental Indenture (Hewlett Packard Enterprise Co)