Common use of Optional Redemption of the Notes Clause in Contracts

Optional Redemption of the Notes. (a) At the 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 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a 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) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon, to, but not including, the Redemption Date. The Company will calculate the Redemption Price. (c) 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 and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 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 DTC or by lot. No Notes of $2,000 or less will be redeemed in part. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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 The Notes will be redeemable -------------------------------- at any time, at the option of the Company’s option, the Notes may be redeemed, 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 60 days’ days prior written notice sent mailed to the Holders registered holders of the Notes to be redeemed. (b) Prior . 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 Maturity Date, redemption date. The respective redemption prices of the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a 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: of (i1) 100% of the principal amount of the Notes to be redeemed and (2) the sum sum, as determined by the Quotation Agent (as defined below), of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of principal and interest thereon discounted from the redemption date to the Redemption Date respective maturity date (assuming the Notes matured on "Remaining Life") discounted from their respective scheduled payment dates to the Maturity Date) redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 10 basis points (in the case of the 2004 notes), 15 basis points, less interest accrued to points (in the Redemption Date; and (ii) 100% case of the principal amount 2009 Notes) or 20 basis points (in the case of the Notes to be redeemed; 2029 Notes), plus, in either each case, accrued and unpaid interest thereon, to, but not including, on the Redemption Dateprincipal amount being redeemed to the redemption date. The Company will calculate the Redemption Price. (c) If money sufficient to pay the Redemption Price of redemption price 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 and such Notes will cease to be outstandingredemption. If any Redemption Date redemption date is not a Business Day, the Company will pay the Redemption Price redemption price on the next Business Day without any interest or other payment due to the delay. (d) . If fewer less than all of the Notes of a series are to be redeemed at any time, not more than 60 days prior to the Redemption Dateredeemed, the particular Trustee will select the Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC on a pro rata basis, by lot or by lotsuch other method as the Trustee deems appropriate and fair. No Notes of $2,000 1,000 or less will be redeemed in part. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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: First Supplemental Indenture (Electronic Data Systems Corp /De/)

Optional Redemption of the Notes. (a) At the 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 60 days’ prior written notice sent mailed to the registered Holders of the Notes to be redeemed. (b) Prior If the Company elects to redeem the Maturity Notes before the Par Call Date, the Notes Company will be redeemable in whole at any time or in part from time to time, at the Company’s option, at pay a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company redemption price equal to the greater of: (i) 100% of the sum principal amount of the Notes to be redeemed; and (ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present values 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 (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 35 basis points, less interest plus, in each case, accrued to and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date; and. (iic) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay an amount equal to 100% of the principal amount of the Notes to be redeemed; plus, in either case, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the Redemption Date. The Company will calculate the Redemption Price. (cd) 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 redemption and such Notes will cease to be outstandingredemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price redemption price on the next Business Day without any interest or other payment due to the delay. (de) If fewer than all of the Notes are to be redeemed at any time, not more than 60 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 or by lotlot or by such method as the Trustee deems fair and appropriate. No Notes of $2,000 1,000 or less will be redeemed in part. (ef) 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 10 15 days before the day of sending mailing of the relevant notice of redemption and ending on the close of business on that day of sendingmailing; or (ii) if the 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: Third Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Company’s optionThe Notes shall be redeemable, the Notes may be redeemed, in whole at any time in whole or in part from time to time, on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable time in whole at any time or in part from time to timepart, at the Company’s option, at a 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 values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed from the 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 (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) , at the Treasury Rate plus 15 25 basis pointspoints in the case of the 2012 Notes and 30 basis points in the case of the 2019 Notes (the “Applicable Premium”); plus, less in each case, any interest accrued but not paid on the Notes to be redeemed to the Redemption Date; and. 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 will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Regular Record Date. (iib) 100% Unless the Company defaults in payment of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon, to, but not including, the Redemption Date. The Company will calculate the Redemption Price. (c) 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 and such Notes will cease to be outstandingredemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) 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 60 days 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 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 or by lot. No Notes of $2,000 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. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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: Supplemental Indenture (Dell Inc)

Optional Redemption of the Notes. (a) At the Company’s 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 60 30 days’ prior written notice sent mailed to the registered Holders of the Notes to be redeemed. (b) Prior If the Issuers elect to redeem the Notes prior to the Maturity Par Call Date, the Notes Issuers will be redeemable in whole at any time or in part from time to time, at the Company’s option, at pay a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company 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 values 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 (assuming the Notes matured on the Maturity 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, less interest plus, in each case, accrued and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date (subject to the Redemption right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; and). (iic) 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, in either case, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, 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. The Company will calculate the Redemption Price). (cd) 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 redemption and such Notes will cease to be outstandingredemption. If any Redemption Date is not a Business Day, the Company Issuers will pay the Redemption Price redemption price on the next Business Day without any interest or other payment due to the delay. (de) If fewer than all of the Notes are to be redeemed at any time, not more than 60 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 or by lotDTC. No Notes of $2,000 1,000 or less will be redeemed in part. (ef) 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 10 days 15 Business Days before the day of sending mailing of the relevant notice of redemption and ending on the close of business on that day of sendingmailing; or (ii) if the Company has Issuers have 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: First Supplemental Indenture (Genpact LTD)

Optional Redemption of the Notes. (a) At the 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 60 45 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company redemption price equal to the greater of: (i) 100% of the sum principal amount of the Notes to be redeemed; and (ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present values 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 (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 20 basis points, less interest plus, in each case, accrued to and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date; and (ii) . On or after the Par Call Date, the Notes will 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, in either case, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the Redemption Date. The Company will calculate the Redemption Priceredemption price. (c) 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 redemption and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price redemption price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 60 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 or by lot. No Notes of $2,000 1,000 or less will be redeemed in part. (e) 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 10 15 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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: Seventeenth Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the 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 60 days’ prior written notice sent mailed to the registered Holders of the Notes to be redeemed. (b) Prior If the Company elects to redeem the Maturity Notes before the Par Call Date, the Notes Company will be redeemable in whole at any time or in part from time to time, at the Company’s option, at pay a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company redemption price equal to the greater of: (i) 100% of the sum principal amount of the Notes to be redeemed; and (ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present values 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 (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 50 basis points, less interest plus, in each case, accrued to and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date; and. (iic) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay an amount equal to 100% of the principal amount of the Notes to be redeemed; plus, in either case, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the Redemption Date. The Company will calculate the Redemption Price. (cd) 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 redemption and such Notes will cease to be outstandingredemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price redemption price on the next Business Day without any interest or other payment due to the delay. (de) If fewer than all of the Notes are to be redeemed at any time, not more than 60 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 or by lotlot or by such method as the Trustee deems fair and appropriate. No Notes of $2,000 1,000 or less will be redeemed in part. (ef) 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 10 15 days before the day of sending mailing of the relevant notice of redemption and ending on the close of business on that day of sendingmailing; or (ii) if the 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: Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At Subject to Section 3.02, at the 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 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a 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) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Maturity Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the 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 either case, accrued and unpaid interest thereon, to, but not including, the Redemption Date. On or after the Par Call Date, the Notes will be redeemable in whole or in part at any time and 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 thereon, to, but not including, the Redemption Date. The Company will calculate the Redemption Price. (c) 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 and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 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 DTC or by lot. No Notes of $2,000 or less will be redeemed in part. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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 Company’s optionSubject to Section 6.05, the provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes. (1) The Notes may shall be redeemedredeemable at any time and from time to time prior to the Par Call Date, in whole at any time or in part from time to time, on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable in whole at any time or in part from time to timepart, at the Company’s option, at a 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: of (i) 100% of the aggregate principal amount of such Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the Treasury Rate plus 15 20 basis points, less interest accrued to the date of redemption, plus, in the case of each of clause (i) and (ii), accrued and unpaid interest, if any, to, but excluding, the Redemption Date for such Notes (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date; and). (iic) At any time on or after the Par Call Date, the Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed; plus, in either case, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the Redemption Date for such Notes (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. The Company will calculate the Redemption Price). (cd) 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 On and after the Redemption Date, interest will cease to accrue on the such Notes (or such any portion thereof) thereof called for redemption redemption, unless the Company defaults in the payment of the Redemption Price and such Notes will cease to be outstandingaccrued interest, if any. If any On or before the Redemption Date is not a Business DayDate, the Company will shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price to be redeemed on such Redemption Date, and (except if the next Business Day without any interest or other payment due to the delay. (dRedemption Date shall be an Interest Payment Date) accrued interest, if any. If fewer less than all of the Notes are to be redeemed at any time, not more than 60 days prior to the Redemption Dateredeemed, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called to be redeemed shall be selected in accordance with the procedures of DTC or by lot. No the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less will be redeemed in part. (e) In the case Notice of any redemption, the Security Registrar will redemption shall be electronically delivered or mailed at least 10 days but not be required to register the transfer or exchange of any Note: (i) during a period beginning 10 more than 60 days before the day of sending Redemption Date to each Holder of the relevant Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and ending payable on the close of business on that day of sending; or (ii) relevant Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partRedemption Date. (f) The Any redemption or notice of any redemption may, at the Company’s determinations discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or Change of Control, issuance of indebtedness or other transaction or event. Notice of any redemption in determining respect thereof shall be given prior to the completion thereof, may be partial as a result of only some of the conditions being satisfied, may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) and may be rescinded at any time if the Company determines in its sole discretion that any or all of such conditions shall not be satisfied (or waived) by the Redemption Price shall be conclusive and binding for all purposesDate as stated in such notice, absent manifest erroror by the Redemption Date as so delayed. The Company will notify the Trustee may provide in such notice that payment of the applicable Redemption Price promptly after the calculation thereof and the Trustee shall have no duty performance of the Company’s obligations with respect to determine, or verify the calculation of, the Redemption Pricesuch redemption may be performed by another Person.

Appears in 1 contract

Sources: Second Supplemental Indenture (GE HealthCare Technologies Inc.)

Optional Redemption of the Notes. (a) At the 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 60 days’ prior written notice sent mailed to the registered Holders of the Notes to be redeemed. (b) Prior If the Company elects to redeem the Maturity Notes before the Par Call Date, the Notes Company will be redeemable in whole at any time or in part from time to time, at the Company’s option, at pay a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company redemption price equal to the greater of: (i) 100% of the sum principal amount of the Notes to be redeemed; and (ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present values 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 (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 45 basis points, less interest plus, in each case, accrued to and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date; and. (iic) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay an amount equal to 100% of the principal amount of the Notes to be redeemed; plus, in either case, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the Redemption Date. The Company will calculate the Redemption Price. (cd) 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 redemption and such Notes will cease to be outstandingredemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price redemption price on the next Business Day without any interest or other payment due to the delay. (de) If fewer than all of the Notes are to be redeemed at any time, not more than 60 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 or by lotlot or by such method as the Trustee deems fair and appropriate. No Notes of $2,000 1,000 or less will be redeemed in part. (ef) 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 10 15 days before the day of sending mailing of the relevant notice of redemption and ending on the close of business on that day of sendingmailing; or (ii) if the 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: Fifth Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Company’s 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 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s optionNotes, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company Company) equal to the greater of: (i) 100% of the principal amount of such Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due but for the redemption if such Notes matured on July 24, 2022 (excluding accrued but unpaid interest to, but excluding, the Redemption Date), discounted to the Redemption Date (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate as of such Redemption Date plus 15 20 basis points; plus accrued and unpaid interest thereon, less interest accrued to if any, to, but excluding, the Redemption Date; and, subject to the rights of Holders of record of such Notes on the Regular Record Date to receive interest due on the Interest Payment Date pursuant to Section 4.03(d). (iib) At any time on and after July 24, 2022, the Company may redeem the Notes, in whole or in part at the price of 100% of the principal amount of the Notes to be redeemed; plus, in either case, redeemed plus accrued and unpaid interest thereon, if any, to, but not includingexcluding, the Redemption Date. The Company will calculate , subject to the Redemption Pricerights of Holders of record of such Notes on the Regular Record Date to receive interest due on the Interest Payment Date pursuant to Section 4.03(d). (c) If money sufficient to pay the Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the a Redemption Date is deposited with the Trustee or Paying Agent falls 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 and such Notes will cease to be outstanding. If any Redemption Date a day that is not a Business Day, the Company will pay postpone the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 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 DTC or by lot. No Notes of $2,000 or less will be redeemed in part. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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 payable on such Redemption Date to the calculation thereof next succeeding Business Day, but the payment made on such Redemption Date will be treated as being made on the date that the payment was first due and the Trustee shall have no duty Holders will not be entitled to determine, any further interest or verify the calculation of, the Redemption Priceother payments with respect to such postponement.

Appears in 1 contract

Sources: First Supplemental Indenture (E Trade Financial Corp)

Optional Redemption of the Notes. (a) At the Company’s optionThe Notes shall be redeemable, the Notes may be redeemed, in whole at any time in whole or in part from time to time, on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable time in whole at any time or in part from time to timepart, at the Company’s option, at a 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 values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed from the 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 (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) , at the Treasury Rate plus 15 50 basis pointspoints (the “Applicable Premium”), less plus, in each case, any interest accrued but not paid on the Notes to be redeemed to the Redemption Date; and. 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 will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Regular Record Date. (iib) 100% Unless the Company defaults in payment of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon, to, but not including, the Redemption Date. The Company will calculate the Redemption Price. (c) 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 and such Notes will cease to be outstandingredemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) 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 60 days 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 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 or by lot. No Notes of $2,000 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. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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: Supplemental Indenture (Dell Inc)

Optional Redemption of the Notes. (a) At the Company’s optionThe Notes shall be redeemable, the Notes may be redeemed, in whole at any time in whole or in part from time to time, on at least 10 days’ but no more than 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable time in whole at any time or in part from time to timepart, at the Company’s option, at a 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 values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed from the 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 (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) , at the Treasury Rate plus 15 basis pointspoints in the case of the 2013 Notes, less 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 but not paid on the Notes to be redeemed to the Redemption Date; and. 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 will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant Regular Record Date. (iib) 100% Unless the Company defaults in payment of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon, to, but not including, the Redemption Date. The Company will calculate the Redemption Price. (c) 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. Notice of any redemption and such Notes will cease may, at the Company’s discretion, be subject to be outstandingone or more conditions precedent. If any A notice of redemption need not set forth the exact Redemption Date is not a Business DayPrice, but only the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delaymanner of calculation thereof. (dc) 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 60 days least 45 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 or by lot. No Notes of $2,000 or less will be redeemed in partTrustee. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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: Third Supplemental Indenture (Dell Inc)

Optional Redemption of the Notes. (a) At the 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 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a 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) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Maturity Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the 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 either case, accrued and unpaid interest thereon, to, but not including, the Redemption Date. On or after the Par Call Date, the Notes will be redeemable in whole or in part at any time and 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 thereon, to, but not including, the Redemption Date. The Company will calculate the Redemption Price. (c) 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 and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 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 DTC or by lot. No Notes of $2,000 or less will be redeemed in part. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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 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 60 45 days’ prior written notice sent to the registered Holders of the Notes to be redeemed. (b) Prior If the Company elects to redeem the Maturity DateNotes, the Notes Company will be redeemable in whole at any time or in part from time to time, at the Company’s option, at pay a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company redemption price equal to the greater of: (i) 100% of the sum principal amount of the Notes to be redeemed; and (ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present values value of the remaining scheduled payments of principal and interest thereon to the maturity date (exclusive of interest accrued to the Redemption Date), discounted to the Redemption Date (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 12.5 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in either each case, accrued and unpaid interest thereoninterest, if any, on the amount being redeemed to, but not includingexcluding, the Redemption Date. The Company will calculate the Redemption Price. (c) 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 redemption and such Notes will cease to be outstandingredemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price redemption price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 60 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 or by lot. No Notes of $2,000 1,000 or less will be redeemed in part. (e) 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 10 15 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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: Tenth Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the 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 60 days’ prior written notice sent mailed to the registered Holders of the Notes to be redeemed. (b) Prior If the Company elects to redeem the Maturity Notes before the Par Call Date, the Notes Company will be redeemable in whole at any time or in part from time to time, at the Company’s option, at pay a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company redemption price equal to the greater of: (i) 100% of the sum principal amount of the Notes to be redeemed; and (ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present values 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 (assuming the Notes matured on the Maturity Date) on a semi-semi- annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 45 basis points, less interest plus, in each case, accrued to and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date; and. (iic) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay an amount equal to 100% of the principal amount of the Notes to be redeemed; plus, in either case, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the Redemption Date. The Company will calculate the Redemption Price. (cd) 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 redemption and such Notes will cease to be outstandingredemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price redemption price on the next Business Day without any interest or other payment due to the delay. (de) If fewer than all of the Notes are to be redeemed at any time, not more than 60 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 or by lotlot or by such method as the Trustee deems fair and appropriate. No Notes of $2,000 1,000 or less will be redeemed in part. (ef) 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 10 15 days before the day of sending mailing of the relevant notice of redemption and ending on the close of business on that day of sendingmailing; or (ii) if the 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: Fifth Supplemental Indenture

Optional Redemption of the Notes. (a) At the 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 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a 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) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 12.5 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon, to, but not including, the Redemption Date. The Company will calculate the Redemption Price. (c) 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 and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 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 DTC or by lot. No Notes of $2,000 or less will be redeemed in part. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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 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 60 days’ prior written notice sent mailed to the registered Holders of the Notes to be redeemed. (b) Prior If the Company elects to redeem the Maturity Notes before the Par Call Date, the Notes Company will be redeemable in whole at any time or in part from time to time, at the Company’s option, at pay a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company redemption price equal to the greater of: (i) 100% of the sum principal amount of the Notes to be redeemed; and (ii) the sum, as determined by the Company based on the Reference Treasury Dealer Quotations, of the present values 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 (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 40 basis points, less interest plus, in each case, accrued to and unpaid interest, if any, on the amount being redeemed to, but excluding, the Redemption Date; and. (iic) If the Company elects to redeem the Notes on or after the Par Call Date, the Company will pay an amount equal to 100% of the principal amount of the Notes to be redeemed; plus, in either case, plus accrued and unpaid interest thereoninterest, if any, to, but not includingexcluding, the Redemption Date. The Company will calculate the Redemption Price. (cd) 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 redemption and such Notes will cease to be outstandingredemption. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price redemption price on the next Business Day without any interest or other payment due to the delay. (de) If fewer than all of the Notes are to be redeemed at any time, not more than 60 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 or by lotlot or by such method as the Trustee deems fair and appropriate. No Notes of $2,000 1,000 or less will be redeemed in part. (ef) 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 10 15 days before the day of sending mailing of the relevant notice of redemption and ending on the close of business on that day of sendingmailing; or (ii) if the 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: Fourth Supplemental Indenture (Hewlett Packard Enterprise Co)

Optional Redemption of the Notes. (a) At the Company’s 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 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s optionNotes, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company Company) equal to the greater of: (i) 100% of the principal amount of such Notes to be redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due but for the redemption if such Notes matured on March 20, 2028 (excluding accrued but unpaid interest to, but excluding, the Redemption Date), discounted to the Redemption Date (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate as of such Redemption Date plus 15 25 basis points; plus accrued and unpaid interest thereon, less interest accrued to if any, to, but excluding, the Redemption Date; and, subject to the rights of Holders of record of such Notes on the Regular Record Date to receive interest due on the Interest Payment Date pursuant to Section 4.03(d). (iib) At any time on and after March 20, 2028, the Company may redeem the Notes, in whole or in part at the price of 100% of the principal amount of the Notes to be redeemed; plus, in either case, redeemed plus accrued and unpaid interest thereon, if any, to, but not includingexcluding, the Redemption Date. The Company will calculate , subject to the Redemption Pricerights of Holders of record of such Notes on the Regular Record Date to receive interest due on the Interest Payment Date pursuant to Section 4.03(d). (c) If money sufficient to pay the Redemption Price of and accrued interest on the Notes (or portions thereof) to be redeemed on the a Redemption Date is deposited with the Trustee or Paying Agent falls 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 and such Notes will cease to be outstanding. If any Redemption Date a day that is not a Business Day, the Company will pay postpone the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 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 DTC or by lot. No Notes of $2,000 or less will be redeemed in part. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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 payable on such Redemption Date to the calculation thereof next succeeding Business Day, but the payment made on such Redemption Date will be treated as being made on the date that the payment was first due and the Trustee shall have no duty Holders will not be entitled to determine, any further interest or verify the calculation of, the Redemption Priceother payments with respect to such postponement.

Appears in 1 contract

Sources: Third Supplemental Indenture (E Trade Financial Corp)

Optional Redemption of the Notes. (a) At the 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 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Par Call Date, the Company may redeem the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s its option, on at least 10 but not more than 60 days’ prior notice, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) as calculated by the Company redemption price equal to the greater of: of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the Redemption Date (assuming date of redemption, on a semiannual basis, at the Treasury Rate plus 45 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. On or after the Par Call Date, the 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 matured being redeemed, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. (b) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in 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 Maturity Date) on a semi-annual basis (assuming of a 360-day year consisting of twelve 30-day months) at . Unless the Treasury Rate plus 15 basis points, less interest accrued to the Redemption Date; and (ii) 100% Company defaults in payment of the principal amount of the Notes to be redeemed; plusredemption price, in either case, accrued and unpaid interest thereon, to, but not including, the Redemption Date. The Company will calculate the Redemption Price. (c) 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 Dateredemption date, interest will cease to accrue on the Notes (or such portion thereof) portions of the Notes called for redemption and such those Notes will cease to be outstanding. If any Redemption Date is not a Business Day. (c) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Company will pay the Redemption Price on the next Business Day without Treasury Rate or any interest or other payment due to the delayaspect of such calculations. (d) If fewer less than all of the Notes are to be redeemed at any time, not more than 60 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 Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or by lot. No Notes purchase; provided, however, that no Note of $2,000 or in aggregate principal amount of less will shall be redeemed in part. (e) In the case Notices of any redemption, the Security Registrar optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not be required to register the transfer or exchange of any Note: (i) during a period beginning 10 more than 60 days before the day redemption date to each Holder of sending 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 relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the Company has called the Note for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partBase Indenture. (f) The Company’s determinations If any Note is to be redeemed in determining part only, the Redemption Price shall notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be conclusive and binding for all purposes, absent manifest errorredeemed. A new Note in 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 will notify and its affiliates may at any time and from time to time purchase Notes in the Trustee of the Redemption Price promptly after the calculation thereof and the Trustee shall have no duty to determineopen market, by tender offer, negotiated transactions or verify the calculation of, the Redemption Priceotherwise.

Appears in 1 contract

Sources: Supplemental Indenture (Hillenbrand, Inc.)

Optional Redemption of the Notes. (a) At the 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 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a 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) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 10 basis points, less interest accrued to the Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest thereon, to, but not including, the Redemption Date. The Company will calculate the Redemption Price. (c) 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 and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 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 DTC or by lot. No Notes of $2,000 or less will be redeemed in part. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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 Subject to Section 3.02, at the 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 60 days’ prior written notice sent to the Holders of the Notes to be redeemed. (b) Prior to the Maturity Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a 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) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Maturity Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the 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 either case, accrued and unpaid interest thereon, to, but not including, the Redemption Date. On or after the Par Call Date, the Notes will be redeemable in whole or in part at any time and 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 thereon, to, but not including, the Redemption Date. The Company will calculate the Redemption Price. (c) 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 and such Notes will cease to be outstanding. If any Redemption Date is not a Business Day, the Company will pay the Redemption Price on the next Business Day without any interest or other payment due to the delay. (d) If fewer than all of the Notes are to be redeemed at any time, not more than 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 DTC or by lot. No Notes of $2,000 or less will be redeemed in part. (e) 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 10 days before the day of sending of the relevant notice of redemption and ending on the close of business on that day of sending; or (ii) if the 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)