Common use of Optional Redemption of the Notes Clause in Contracts

Optional Redemption of the Notes. (i) The Notes are subject to redemption, at the option of the Issuer, in whole or from time to time in part, at any time on or after March 1, 2020 at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 % (ii) Prior to March 1, 2018, the Issuer may from time to time, with the net cash proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. (iii) At any time or from time to time prior to March 1, 2020, the Notes may also be redeemed in whole or in part, at the Company’s option, at the Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, but not including, the date of redemption or purchase (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Appears in 1 contract

Sources: Indenture (Oshkosh Corp)

Optional Redemption of the Notes. (i) The Notes are subject to redemption, at the option of the Issuer, in whole or from time to time in part, at any time on or after March 1, 2020 2017 at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on March 1 of the years indicated below: 2020 2017 104.031 % 2018 102.688 % 2021 101.792 2019 101.344 % 2022 100.896 % 2023 2020 and thereafter 100.000 % (ii) Prior to March 1, 20182017, the Issuer may from time to time, with the net cash proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. (iii) At any time or from time to time prior to March 1, 20202017, the Notes may also be redeemed in whole or in part, at the Company’s option, at the Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, but not including, the date of redemption or purchase (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Appears in 1 contract

Sources: Indenture (Oshkosh 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 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 the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes are subject to redemption, matured on the Maturity Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the option of the IssuerTreasury Rate plus 12.5 basis points, in whole or from time less interest accrued to time in part, at any time on or after March 1, 2020 at the Redemption Prices Date; and (expressed as percentages ii) 100% of the principal amount of the Notes to be redeemed) set forth below; plus, plus in either case, accrued and unpaid interest, if anyinterest 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 date (subject 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 right delay. (d) If fewer than all of Holders of record on the relevant regular record date Notes are to receive interest due on an interest payment date that is on or be redeemed at any time, not more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for redemption date)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, if redeemed the Security Registrar will not be required to register the transfer or exchange of any Note: (i) during the 12-month a period beginning on March 1 10 days before the day of sending of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 relevant notice of redemption and thereafter 100.000 %ending on the close of business on that day of sending; or (ii) Prior to March 1, 2018, the Issuer may from time to time, with the net cash proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such has called the Note for redemption occurs within 90 days following the closing of any such Qualified Equity Offering. (iii) At any time or from time to time prior to March 1, 2020, the Notes may also be redeemed 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 optiondiscretion, at the Redemption Price equal be subject to 100% of the principal amount thereof plus the Applicable Premium as ofone or more conditions precedent, and accrued but unpaid interest, if any, toincluding, but not includinglimited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the date of 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 purchase (subject 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 right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is Trustee on or prior to the Redemption Date if any such conditional redemption date)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. (ia) The Notes are subject to redemption, at At any time after the option Discharge of the Issuer, in whole or from time to time in part, at any time on or after March 1, 2020 at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued Senior Debt Obligations and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12Make-month period beginning on March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 % (ii) Prior to March 1, 2018Whole Expiration Date, the Issuer may from time may, upon prior written notice to time, with the net cash proceeds of one or more Qualified Equity OfferingsPurchaser, redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. (iii) At any time or from time to time prior to March 1, 2020, the Notes may also be redeemed in whole or in part, at the Company’s option, at the Redemption Price a redemption price equal to 100% the sum of (i) the outstanding principal amount of the principal amount Notes or portion thereof plus the Applicable Premium to be redeemed as of, and accrued but unpaid interest, if any, to, but not including, the date of redemption or purchase (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (ii) all accrued and unpaid interest as of the redemption date on such outstanding principal amount or portion thereof, plus (iii) the Make-Whole Amount computed on such outstanding principal amount or portion thereof, plus (iv) if redeeming the entire outstanding principal amount of the Notes, all other Obligations then due and owing hereunder and under the other Purchase Documents. (b) At any time after the Discharge of the OpCo Credit Agreement and after the Make-Whole Expiration Date, the Issuer may, upon prior written notice to the Purchaser, redeem the Notes in whole or in part. Any such redemption shall be at a price equal to the sum of (i) the outstanding principal amount of the Notes or portion thereof to be redeemed as of the redemption date, plus (ii) all accrued and unpaid interest as of the redemption date on such outstanding principal amount or portion thereof, plus (iii) if redeeming the entire outstanding principal amount of the Notes, all other Obligations then due and owing hereunder and under the other Purchase Documents. (c) Any partial redemption of the Notes shall be in denominations of at least $10,000,000 and in multiples of $1,000,000 in excess of such minimum denomination.

Appears in 1 contract

Sources: Note Purchase Agreement (Emmis Communications Corp)

Optional Redemption of the Notes. (i) The Notes are subject to redemptionCorporation may redeem the Notes, at the option of the Issuerits option, at any time in whole or from time to time in part, at any time on or after March 1, 2020 at the Redemption Prices part (expressed as percentages of the equal to a principal amount to be redeemedof $2,000 or an integral multiple of $1,000 in excess thereof) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date for cash: (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or i) prior to the redemption date)Par Call Date, if redeemed during at a price equal to the 12-month period beginning on March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 %greater of: (ii1) Prior to March 1, 2018, the Issuer may from time to time, with the net cash proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65100% of the principal amount of the Notes then outstanding to be redeemed; and (including Additional Notes2) remains outstanding immediately as determined by the Quotation Agent, the sum of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of interest thereon after the occurrence date of any such optional redemption (an “Optional Redemption Date”) through the Par Call Date (assuming, for this purpose, that the Notes are scheduled to mature on the Par Call Date) (the “Assumed Remaining Life”) (excluding Notes held by interest, if any, accrued thereon to such Optional Redemption Date), discounted to such Optional Redemption Date on a semiannual basis (assuming a 360‑day year consisting of twelve 30‑day months) at the Company Treasury Rate plus 30 basis points (or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.0.300%); and (iiiii) At any time on or from time to time after the Par Call Date and prior to March 1, 2020, the Notes may also be redeemed in whole or in partStated Maturity Date of the Notes, at the Company’s option, at the Redemption Price a price equal to 100% of the principal amount thereof plus of the Applicable Premium as ofNotes to be redeemed, and accrued but plus, in each case, unpaid interest, if any, accrued thereon to, but not includingexcluding, such Optional Redemption Date. Notwithstanding the foregoing, the date of redemption or purchase (subject to the right of Holders of record on the relevant regular record date to receive Corporation shall pay any interest installment due on an interest payment date that is Interest Payment Date which occurs on or prior to an Optional Redemption Date to the redemption date)Holders of the Notes as of the close of business on the regular record date immediately preceding such Interest Payment Date. The Corporation may at any time, and from time to time, purchase Notes at any price or prices in the open market or otherwise.

Appears in 1 contract

Sources: Third Supplemental Indenture (Martin Marietta Materials Inc)

Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to redeem the Notes at its option: (ia) The Notes are subject At any time prior to redemptionFebruary 1, 2020, the Company will be entitled at the its option to redeem all or a portion of the IssuerNotes, in whole or from time to time in part, at any time on or after March 1from time to time, 2020 upon notice as set forth in Section 11.04, at the Redemption Prices (expressed as percentages a redemption price equal to 100% of the principal amount to be redeemed) set forth belowof the Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, toto the date of redemption (the “Redemption Date”), but not includingsubject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after February 1, 2020, the Company will be entitled at its option to redeem all or a portion of the Notes, in whole or in part, at any time or from time to time, upon notice as set forth in Section 11.04, at the following redemption date prices (expressed in percentages of principal amount), plus accrued interest to the Redemption Date (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on February 1 of the years set forth below: (c) Redemption Period Price 2020 104.219% 2021 102.813% 2022 101.406% 2023 and thereafter 100.000% (d) In addition, before February 1, 2020, the Company will be entitled at its option on one or more occasions, to redeem in the aggregate up to 40.0% of the original principal amount of the Notes (including the original principal amount of any Additional Notes) with an amount equal to the proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount) of 105.625% plus accrued interest to the Redemption Date (subject to the right of Holders of record on the relevant regular record date Regular Record Date to receive interest due on an interest payment date the relevant Interest Payment Date); provided, however, that is on or prior to the redemption date), if redeemed during the 12-month period beginning on March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 % (ii) Prior to March 1, 2018, the Issuer may from time to time, with the net cash proceeds of one or more Qualified Equity Offerings, redeem up to 35at least 50.0% of the aggregate principal amount of the then Notes originally outstanding Notes remains outstanding (including the original principal amount of any Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any each such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offeringredemption. (iii) At any time or from time to time prior to March 1, 2020, the Notes may also be redeemed in whole or in part, at the Company’s option, at the Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, but not including, the date of redemption or purchase (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Appears in 1 contract

Sources: Indenture (Terex Corp)

Optional Redemption of the Notes. (ia) The Notes are subject to redemption, at At any time after the option Discharge of the Issuer, in whole or from time to time in part, at any time on or after March 1, 2020 at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued Senior Debt Obligations and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12Make-month period beginning on March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 % (ii) Prior to March 1, 2018Whole Expiration Date, the Issuer may from time may, upon prior written notice to time, with the net cash proceeds of one or more Qualified Equity OfferingsPurchaser, redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. (iii) At any time or from time to time prior to March 1, 2020, the Notes may also be redeemed in whole or in part, at the Company’s option, at the Redemption Price a redemption price equal to 100% the sum of (i) the outstanding principal amount of the principal amount Notes or portion thereof plus the Applicable Premium to be redeemed as of, and accrued but unpaid interest, if any, to, but not including, the date of redemption or purchase (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), plus (ii) all accrued and unpaid interest as of the redemption date on such outstanding principal amount or portion thereof, plus (iii) the Make-Whole Amount computed on such outstanding principal amount or portion thereof, plus (iv) if redeeming the entire outstanding principal amount of the Notes, all other Obligations then due and owing hereunder and under the other Purchase Documents. (b) At any time after the Discharge of the OpCo Credit Agreement and after the Make-Whole Expiration Date, the Issuer may, upon prior written notice to the Purchaser, redeem the Notes in whole or in part. Any such redemption shall be at a price equal to the sum of (i) the outstanding principal amount of the Notes or portion thereof to be redeemed as of the redemption date, plus (ii) all accrued and unpaid interest as of the redemption date on such outstanding principal amount or portion thereof, plus (iii) if redeeming the entire outstanding principal amount of the Notes, all other Obligations then due and owing hereunder and under the other Purchase Documents. (c) Any partial redemption of the Notes shall be in denominations of at least $[10,000,000] and in multiples of $1,000,000 in excess of such minimum denomination.

Appears in 1 contract

Sources: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)

Optional Redemption of the Notes. (ia) The Other than as set forth in this Section 3.02 and Section 3.03, the Notes are subject shall not be redeemable by the Company prior to redemption, at the option of the Issuer, in whole or from time to time in part, at maturity. (b) At any time on or after March 1prior to January 15, 2020 at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including2019, the redemption date (subject to the right of Holders of record Company may on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 % (ii) Prior to March 1, 2018, the Issuer may from time to time, with the net cash proceeds of any one or more Qualified Equity Offerings, occasions redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a Redemption Price redemption price equal to 105.375105.875% of the principal amount thereofof the Notes to be redeemed, together plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its subsidiaries); and (2) the redemption must occur within 90 days of the date of the closing of such Equity Offering. (c) On or after January 15, 2021, the Company may redeem all or a part of the Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to to, but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable redemption date); provided that at least 65% , if redeemed during the twelve-month period beginning on January 15 of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) years indicated below: 2021 102.938 % 2022 101.958 % 2023 100.979 % 2024 and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.thereafter 100.000 % (iiid) At any time or from time to time prior to March 1January 15, 20202021, the Notes Company may also be redeemed in whole redeem all or in part, a part of the Notes at the Company’s option, at the Redemption Price a redemption price equal to 100% of the principal amount thereof of Notes redeemed plus the Applicable Premium as of, and accrued but and unpaid interest, if any, to, but not including, the date of redemption or purchase (the “Redemption Date”), subject to the right rights of Holders of record of Notes on the relevant regular record date to receive interest due on an interest payment date that is on or prior the relevant Interest Payment Date. (e) Any redemption pursuant to this Section 3.02 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 of the Base Indenture. (f) Any redemption date)or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.

Appears in 1 contract

Sources: Third Supplemental Indenture (Equinix Inc)

Optional Redemption of the Notes. (ia) The Other than as set forth in this Section 3.02, the Notes are subject shall not be redeemable by the Company prior to redemption, at the option of the Issuer, in whole or from time to time in part, at maturity. (b) At any time on or after March 1, 2020 at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 % (ii) Prior to March January 1, 2018, the Issuer Company may from time to time, with the net cash proceeds of on any one or more Qualified Equity Offerings, occasions redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a Redemption Price redemption price equal to 105.375% of the principal amount thereofof the Notes to be redeemed, together plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that: (1) at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) issued under this Supplemental Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its subsidiaries); and (2) the redemption must occur within 90 days of the date of the closing of such Equity Offering. (c) On or after January 1, 2018, the Company may redeem all or a part of the Notes, on any one or more occasions, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest thereon, if any, to to, but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable redemption date); provided that at least 65% , if redeemed during the twelve-month period beginning on January 1 of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) years indicated below: 2018 104.031 % 2019 102.688 % 2020 101.344 % 2021 and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.thereafter 100.000 % (iiid) At any time or from time to time prior to March January 1, 20202018, the Notes Company may also be redeemed in whole redeem all or in part, a part of the Notes at the Company’s option, at the Redemption Price a redemption price equal to 100% of the principal amount thereof of Notes redeemed plus the Applicable Premium as of, and accrued but and unpaid interest, if any, to, but not including, the date of redemption or purchase (the “Redemption Date”), subject to the right rights of Holders of record of Notes on the relevant regular record date to receive interest due on an interest payment date that is on or prior the relevant Interest Payment Date. (e) Any redemption pursuant to this Section 3.02 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 of the Base Indenture. (f) Any redemption date)or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.

Appears in 1 contract

Sources: First Supplemental Indenture (Equinix Inc)

Optional Redemption of the Notes. (ia) Subject to Section 6.05, the provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to each series of the Notes. (b) The SpinCo Debt Securities shall not be redeemable prior to November 22, 2027. (1) The 2024 Notes are subject to redemption, shall be redeemable at the option of the Issuer, in whole or any time and from time to time in partprior to their maturity date and (2) the 2025 Notes, the 2027 Notes and the SpinCo Debt Securities shall be redeemable at any time on or after March 1the applicable First Call Date and from time to time prior to the applicable Par Call Date, 2020 in each case, in whole or in part, at the Company’s option, at a Redemption Prices Price equal to the greater of (expressed as percentages 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, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus the Applicable Spread, 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). (d) At any time on or after the applicable Par Call Date of each series of Notes, the 2025 Notes, the 2027 Notes and the SpinCo Debt Securities 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) set forth below, plus accrued and unpaid interest, if any, to, but not includingexcluding, the redemption date Redemption Date for such Notes (subject to the right of Holders holders of record on the relevant regular record date to receive interest due on the relevant Interest Payment Date). (e) On and after any Redemption Date for a series of Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for a series of Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an interest payment date Interest Payment Date) accrued interest, if any. If less than all of the Notes of a series are to be redeemed, the Notes of such series to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $100,000 or less be redeemed in part. (f) Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is on 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 date), if redeemed during having been given as provided in the 12-month period beginning on March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 % (ii) Prior to March 1, 2018Indenture, the Issuer may from time to time, with the net cash proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, together with accrued called for redemption shall become due and unpaid interest thereon, if any, to but not including, the date of redemption (subject to the right of Holders of record payable on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) Redemption Date and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. (iii) At any time or from time to time prior to March 1, 2020, the Notes may also be redeemed in whole or in part, at the Company’s optionapplicable Redemption Price, at the Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium as of, accrued and accrued but unpaid interest, if any, to, but not excluding, the Redemption Date. (g) Any redemption or notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, the date 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 or purchase (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or in 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 Date as stated in such notice, or by the Redemption Date as so delayed. The Company may provide in such notice that payment of the applicable Redemption Price and the performance of the Company’s obligations with respect to such redemption date)may be performed by another Person. (h) The Trustee shall have no responsibility for any calculation or determination in respect of the Redemption Price of any Note, or any component thereof, and shall be entitled to receive, and fully-protected in relying upon, an Officer’s Certificate from the Company that states such Redemption Price.

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Sources: First Supplemental Indenture (General Electric Co)