Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to redeem the Notes at its option: (a) At any time after the Acquisition Closing Date and prior to October 15, 2027, 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 11.09, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to the date of redemption (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. (b) On and after October 15, 2027, 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 11.09, at the following redemption 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 October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 % (c) In addition, after the Acquisition Closing Date and before October 15, 2027, 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 106.250% 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); provided, however, that at least 50.0% of the aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemption. (d) Notwithstanding the foregoing, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date.
Appears in 1 contract
Sources: Indenture (Terex Corp)
Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to redeem the Notes at its option:
(a) At any time after the Acquisition Closing Date and prior to October 15, 2027, the Company will be entitled The Issuer may at its option to redeem all or a portion of the Notes, in whole or in part, at any time or and from time to time, upon notice as set forth giving the Facility Agent written notice, which shall be in Section 11.09substantially the form of Exhibit K, at a of the proposed optional redemption (“Optional Redemption Notice”) no less than thirty (30) calendar days prior to the date of the proposed optional redemption (“Optional Redemption Date”), which notice, once received by the Facility Agent, shall be irrevocable and binding on the Issuer.
(b) On the Optional Redemption Date, the Issuer shall pay the sum of:
(i) the redemption price which shall be equal to:
(1) if the right to 100.0redeem the Notes under this Section 2.5 (Optional Redemption of the Notes) is exercised by the Issuer prior to the first anniversary of the Issue Date, 100% of the principal amount of the Notes redeemed to be redeemed, plus the Applicable Premium Premium; or
(2) if the right to redeem the Notes under this Section 2.5 (Optional Redemption of the Notes) is exercised by the Issuer after the first anniversary of the Issue Date, the applicable percentage of the principal amount of the Notes to be redeemed during the year indicated below, as of, plus set forth in the table below: Period Redemption Price Year commencing on the first anniversary of the Issue Date 102 % Year commencing on the second anniversary of the Issue Date 101 % Year commencing on the third anniversary of the Issue Date 100 % Year commencing on the fourth anniversary of the Issue Date 100 % and,
(ii) accrued and unpaid interest, if any, to the date of redemption (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.
(b) On and after October 15, 2027, the Company will be entitled at its option to redeem all or a portion as of the Notes, in whole or in part, at any time or from time to time, upon notice as set forth in Section 11.09, at the following redemption 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 October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %
(c) In addition, after the Acquisition Closing Date and before October 15, 2027, 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 106.250% 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); provided, however, that at least 50.0% of the aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemption.
(d) Notwithstanding the foregoing, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Optional Redemption Date.
Appears in 1 contract
Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to redeem the Notes at its option:
(a) At any time after the Acquisition Closing Date and prior to October May 15, 20272024, 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 11.0911.04, at a redemption price equal to 100.0100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to the date of redemption (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.
(b) On and after October May 15, 20272024, 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 11.0911.04, at the following redemption 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 October May 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %:
(c) Redemption Period Price
(d) In addition, after the Acquisition Closing Date and before October May 15, 20272024, 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 106.250105.00% 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); provided, however, that at least 50.0% of the aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemption.
(de) Notwithstanding the foregoing, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.090% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date.
Appears in 1 contract
Sources: Indenture (Terex Corp)
Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to redeem the Notes at its option:
(a) At any time after the Acquisition Closing Date and prior Subject to October 15, 2027Section 6.05, the Company will be entitled at its option provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to redeem all or a portion each series of the Notes.
(b) The SpinCo Debt Securities shall not be redeemable prior to November 22, 2027.
(1) The 2024 Notes shall be redeemable at any time and from time to time prior 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 the applicable First Call Date and from time to time prior to the applicable Par Call Date, in each case, in whole or in part, at any time or from time to time, upon notice as set forth in Section 11.09the Company’s option, at a redemption price Redemption Price equal to 100.0the greater of (i) 100% of the aggregate principal amount of such Notes to be redeemed; and (ii) the Notes redeemed 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 Premium as ofSpread, plus plus, in the case of each of clause (i) and (ii), accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject 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 October 15but excluding, 2027, 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 11.09, at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the Redemption Date for such Notes (subject to the right of holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %.
(cd) In addition, At any time on or after the Acquisition Closing applicable Par Call Date and before October 15, 2027of each series of Notes, the Company will 2025 Notes, the 2027 Notes and the SpinCo Debt Securities shall be entitled redeemable, in whole or in part, at its option on one or more occasionsthe Company’s election, at a Redemption Price equal to redeem in the aggregate up to 40.0100% 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 Offeringsbe redeemed, at a redemption price (expressed as a percentage of principal amount) of 106.250% plus accrued interest to and unpaid interest, if any, to, but excluding, the Redemption Date for such Notes (subject to the right of Holders holders of record on the relevant Regular Record Date 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) 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 at least 50.0% in no event shall Notes of the aggregate a principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemption$100,000 or less be redeemed in part.
(df) Notwithstanding Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the foregoing, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all Redemption Date to each Holder of the Notes validly tendered and 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 withdrawn by such Holders, be determined at the Company or such third party will have time the right upon notice is given. If the Redemption Price cannot less than 10 nor more than 60 days’ prior notice (provided that be determined at the time such notice is not given more than 30 days following such purchase dateto be given, the actual Redemption Price, calculated as described above in clause (b) to redeem all Notes that remain outstanding following such purchase at a price equal or (c) of this Section 4.01, as applicable, shall be set forth in an Officer’s Certificate delivered to the price offered to each other Holder in such tender offer plus, Trustee no later than two Business Days prior to the extent not included Redemption Date. Notice of redemption having been given as provided in the tender offer paymentIndenture, the Notes called for redemption shall become due and payable on the relevant Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, thereon, to, but excluding, the applicable 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, 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 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 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.
Appears in 1 contract
Optional Redemption of the Notes. Except The provisions of Article XI of the Indenture shall apply to the Notes, as set forth below, the Company will not be entitled to redeem the supplemented or amended by this Section 2.12. The Notes at its option:
(a) At any time after the Acquisition Closing Date and prior to October 15, 2027, the Company will be entitled redeemable at its option to redeem all or a portion of the NotesCompany’s option, in whole or in part, at any time or and from time to time, upon notice as set forth in Section 11.09on or after July 26, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of2023 (180 days from January 27, plus accrued and unpaid interest2023) (or, if anyadditional Notes are issued after January 27, 2023, beginning 180 days after the issue date of such additional Notes), and prior to the date of redemption (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.
(b) On and after October 15, 2027, 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 11.09, at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the Redemption First Par Call Date (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Dateas defined below), if redeemed during the 12-month period commencing on October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %
(c) In addition, after the Acquisition Closing Date and before October 15, 2027, 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 amountamount and rounded to three decimal places) equal to the greater of:
(a) the sum of 106.250the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming the Notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, less (b) interest accrued on the Notes to the date of redemption; and • 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. On the First Par Call Date, the Notes will be redeemable at the Company’s option, in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. On and after October 29, 2033 (90 days prior 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 Maturity Date); provided, howeverthe Notes will be redeemable, that in whole or in part, at least 50.0any time and from time to time, at the Company’s option at a redemption price equal to 100% of the aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemption.
(d) Notwithstanding the foregoingbeing redeemed, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, plus accrued and unpaid interestinterest thereon, if any, thereon, to, but excluding, the applicable Redemption Dateredemption date. If the Company redeems Notes at its option, then (a) notwithstanding the foregoing, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a redemption date for the Notes will be payable on that Interest Payment Date to the registered Holders thereof as of the close of business on the relevant record date according to the terms of the Notes and the Indenture and (b) the redemption price will, if applicable, be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Appears in 1 contract
Optional Redemption of the Notes. Except (a) Other than as set forth belowin this Section 3.02, the Company will Notes shall not be entitled redeemable by the Company prior to redeem the Notes at its option:maturity.
(ab) At any time after the Acquisition Closing Date and prior to October 15January 1, 20272018, the Company will be entitled at its option may on any one or more occasions redeem up to redeem all or a portion 35% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes, in whole or in part, at any time or from time to time, upon notice as set forth in Section 11.09) outstanding under this Supplemental Indenture, at a redemption price equal to 100.0105.375% of the principal amount of the Notes to be redeemed, 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, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on January 1 of the years indicated below: 2018 104.031 % 2019 102.688 % 2020 101.344 % 2021 and thereafter 100.000 %
(d) At any time prior to January 1, 2018, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest, if any, to to, but not including, the date of redemption (the “Redemption Date”), subject to the right rights of Holders of record of Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date.
(be) On and after October 15, 2027, Any redemption pursuant to this Section 3.02 shall be made pursuant to the Company will be entitled at its option to redeem all or a portion provisions of Section 3.01 through Section 3.06 of the NotesBase Indenture.
(f) Any redemption or notice of redemption, in whole or in part, at any time or from time to time, upon notice as set forth in Section 11.09may, at the following redemption prices (expressed in percentages of principal amount)Company’s discretion, plus accrued interest to the Redemption Date (be 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 October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %
(c) In addition, after the Acquisition Closing Date and before October 15, 2027, the Company will be entitled at its option on one or more occasionsconditions precedent, to redeem in the aggregate up to 40.0% including completion 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 Equity Offering or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount) of 106.250% 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); provided, however, that at least 50.0% of the aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemptionother corporate transaction.
(d) Notwithstanding the foregoing, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date.
Appears in 1 contract
Optional Redemption of the Notes. Except as set forth below(i) The Notes are subject to redemption, at the Company will not be entitled to redeem the Notes at its option:
(a) At any time after the Acquisition Closing Date and prior to October 15, 2027, the Company will be entitled at its option to redeem all or a portion of the NotesIssuer, in whole or from time to time in part, at any time on or from time to timeafter March 1, upon notice 2020 at the Redemption Prices (expressed as set forth in Section 11.09, at a redemption price equal to 100.0% percentages of the principal amount of the Notes redeemed plus the Applicable Premium as ofto be redeemed) set forth below, plus accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject 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 October 15, 2027but not including, 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 11.09, at the following redemption 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 October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %
(c) In addition, after the Acquisition Closing Date and before October 15, 2027, 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 106.250% plus accrued interest to the Redemption Date 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 that is on or prior to the relevant Interest Payment Dateredemption date); provided, howeverif 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, that at least 50.02018, 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 originally outstanding remains (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 the original principal amount of any Additional Notes) remains outstanding immediately after each the occurrence of any such redemptionredemption (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.
(diii) Notwithstanding the foregoingAt any time or from time to time prior to March 1, in connection with any tender offer for 2020, the Notes (includingmay also be redeemed in whole or in part, without limitationat the Company’s option, any Change at the Redemption Price equal to 100% of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate the principal amount of thereof plus the outstanding Notes validly tender Applicable Premium as of, and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and but unpaid interest, if any, thereon, to, but excludingnot including, the applicable Redemption Datedate 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. Except as set forth below(a) Prior to March 1, 2026, the Company will not be entitled to may redeem the Notes at its option:
(a) At any time after the Acquisition Closing Date and prior to October 15, 2027, 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 in part from time to time, upon notice as set forth in Section 11.09at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to 100.0the greater 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 on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus the Applicable Premium as of50 basis points, plus accrued and unpaid interestinterest on such Notes being redeemed to, if anybut not including, to the date redemption date. Any notice of redemption (the “Redemption Date”), may be subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Dateone or more conditions precedent.
(b) On and or after October 15March 1, 20272026, the Company will be entitled at its option to may on any one or more occasions redeem all or a portion part of the Notes, in whole or in part, at any time or from time to time, upon notice as set forth in Section 11.09its option, at the following redemption prices (expressed in percentages as a percentage of principal amount), plus accrued and unpaid interest to to, but excluding, the Redemption Date date of redemption (subject to the right of holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date), if redeemed during the 12-month period commencing on October 15 March 1 of the years set forth below: Period Redemption Period Price 2026 101.875 % 2027 103.125 101.250 % 2028 101.563 100.625 % 2029 and thereafter 100.000 %
(c) In additionNotwithstanding the foregoing, after the Acquisition Closing Date at any time and before October 15from time to time prior to March 1, 20272024, the Company will be entitled at its option on one or more occasions, to may redeem in the aggregate up to 40.040% of the original aggregate principal amount of the Notes (including the original principal amount calculated after giving effect to any issuance of any Additional Notes) with an amount equal to the net cash proceeds of one or more Equity OfferingsOfferings by the Company, at a redemption price (expressed as a percentage of principal amountamount thereof) of 106.250% 103.750%, plus accrued and unpaid interest to to, but excluding, the Redemption Date redemption date (subject to the right of Holders holders of record on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Dateinterest payment date); provided, however, that at least 50.060% of the original aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount calculated after giving effect to any issuance of any Additional Notes) must remain outstanding after each such redemption.
(d) Notwithstanding ; provided, further, that such redemption shall occur within 120 days after the foregoing, in connection with date on which any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder of the Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(d) 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 basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior notice (provided that such to a redemption date if the notice is not given more than 30 days following such purchase dateissued in connection with Article 4 of the Base Indenture.
(h) If any Note is to redeem all be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that remain outstanding following such purchase at a price is to be redeemed. A new Note in principal amount equal to the price offered to each other Holder in such tender offer plus, to unredeemed portion of the extent not included 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.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer paymentoffer, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Datenegotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to redeem the Notes at its option:
(a) At any time after the Acquisition Closing Date and prior to October 15February 1, 20272020, 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 11.0911.04, at a redemption price equal to 100.0100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to the date of redemption (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.
(b) On and after October 15February 1, 20272020, 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 11.0911.04, at the following redemption 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 October 15 February 1 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %:
(c) Redemption Period Price 2020 104.219% 2021 102.813% 2022 101.406% 2023 and thereafter 100.000%
(d) In addition, after the Acquisition Closing Date and before October 15February 1, 20272020, 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 106.250105.625% 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); provided, however, that at least 50.0% of the aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemption.
(d) Notwithstanding the foregoing, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date.
Appears in 1 contract
Sources: Indenture (Terex Corp)
Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to redeem the Notes at its option:
(a) At any time after the Acquisition Closing Date and prior to October 15, 2027, the Company will be entitled The Issuer may at its option to redeem all or a portion of the Notes, in whole or in part, at any time or and from time to time, upon notice as set forth giving the Facility Agent written notice, which shall be in Section 11.09substantially the form of Exhibit K, at a of the proposed optional redemption (“Optional Redemption Notice”) no less than thirty (30) calendar days prior to the date of the proposed optional redemption (“Optional Redemption Date”), which notice, once received by the Facility Agent, shall be irrevocable and binding on the Issuer.
(b) On the Optional Redemption Date, the Issuer shall pay the sum of:
(i) the redemption price which shall be equal to:
(1) if the right to 100.0redeem the Notes under this Section 2.5 (Optional Redemption of the Notes) is exercised by the Issuer prior to the first anniversary of the Issue Date, 100% of the principal amount of the Notes redeemed to be redeemed, plus the Applicable Premium Premium; or
(2) if the right to redeem the Notes under this Section 2.5 (Optional Redemption of the Notes) is exercised by the Issuer after the first anniversary of the Issue Date, the applicable percentage of the principal amount of the Notes to be redeemed during the year indicated below, as of, plus set forth in the table below: Year commencing on the first anniversary of the Issue Date 102 % Year commencing on the second anniversary of the Issue Date 101 % Year commencing on the third anniversary of the Issue Date 100 % Year commencing on the fourth anniversary of the Issue Date 100 % and,
(ii) accrued and unpaid interest, if any, to the date of redemption (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.
(b) On and after October 15, 2027, the Company will be entitled at its option to redeem all or a portion as of the Notes, in whole or in part, at any time or from time to time, upon notice as set forth in Section 11.09, at the following redemption 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 October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %
(c) In addition, after the Acquisition Closing Date and before October 15, 2027, 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 106.250% 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); provided, however, that at least 50.0% of the aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemption.
(d) Notwithstanding the foregoing, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Optional Redemption Date.
Appears in 1 contract
Sources: Notes Facility and Security Agreement (Melco Crown Entertainment LTD)
Optional Redemption of the Notes. Except The provisions of Article XI of the Indenture shall apply to the Notes, as set forth below, the Company will not be entitled to redeem the supplemented or amended by this Section 3.12. The Notes at its option:
(a) At any time after the Acquisition Closing Date and prior to October 15, 2027, the Company will be entitled redeemable at its option to redeem all or a portion of the NotesCompany’s option, in whole or in part, at any time or and from time to time, upon notice as set forth in Section 11.09on or after February 12, at a redemption price equal to 100.0% of the principal amount of the Notes redeemed plus the Applicable Premium as of2023 (180 days from August 16, plus accrued and unpaid interest2022) (or, if anyadditional Notes are issued after August 16, 2022, beginning 180 days after the issue date of such additional Notes), and prior to the date of redemption (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.
(b) On and after October 15, 2027, 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 11.09, at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the Redemption First Par Call Date (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Dateas defined below), if redeemed during the 12-month period commencing on October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %
(c) In addition, after the Acquisition Closing Date and before October 15, 2027, 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 amountamount and rounded to three decimal places) equal to the greater of:
(a) the sum of 106.250the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming the Notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, less (b) interest accrued on the Notes to the date of redemption; and • 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. On the First Par Call Date, the Notes will be redeemable at the Company’s option, in whole, but not in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. On and after July 17, 2028 (30 days prior 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 Maturity Date); provided, howeverthe Notes will be redeemable, that in whole or in part, at least 50.0any time and from time to time, at the Company’s option at a redemption price equal to 100% of the aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemption.
(d) Notwithstanding the foregoingbeing redeemed, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, plus accrued and unpaid interestinterest thereon, if any, thereon, to, but excluding, the applicable Redemption Dateredemption date. If the Company redeems Notes at its option, then (a) notwithstanding the foregoing, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a redemption date for the Notes will be payable on that Interest Payment Date to the registered Holders thereof as of the close of business on the relevant record date according to the terms of the Notes and the Indenture and (b) the redemption price will, if applicable, be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Appears in 1 contract
Optional Redemption of the Notes. Except as set forth below(i) The Notes are subject to redemption, at the Company will not be entitled to redeem the Notes at its option:
(a) At any time after the Acquisition Closing Date and prior to October 15, 2027, the Company will be entitled at its option to redeem all or a portion of the NotesIssuer, in whole or from time to time in part, at any time on or from time to timeafter March 1, upon notice 2017 at the Redemption Prices (expressed as set forth in Section 11.09, at a redemption price equal to 100.0% percentages of the principal amount of the Notes redeemed plus the Applicable Premium as ofto be redeemed) set forth below, plus accrued and unpaid interest, if any, to the date of redemption (the “Redemption Date”)to, subject 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 October 15, 2027but not including, 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 11.09, at the following redemption 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 October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %
(c) In addition, after the Acquisition Closing Date and before October 15, 2027, 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 106.250% plus accrued interest to the Redemption Date 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 that is on or prior to the relevant Interest Payment Dateredemption date); provided, howeverif redeemed during the 12-month period beginning on March 1 of the years indicated below: 2017 104.031 % 2018 102.688 % 2019 101.344 % 2020 and thereafter 100.000 %
(ii) Prior to March 1, that at least 50.02017, 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 originally outstanding remains (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 the original principal amount of any Additional Notes) remains outstanding immediately after each the occurrence of any such redemptionredemption (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.
(diii) Notwithstanding the foregoingAt any time or from time to time prior to March 1, in connection with any tender offer for 2017, the Notes (includingmay also be redeemed in whole or in part, without limitationat the Company’s option, any Change at the Redemption Price equal to 100% of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate the principal amount of thereof plus the outstanding Notes validly tender Applicable Premium as of, and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and but unpaid interest, if any, thereon, to, but excludingnot including, the applicable Redemption Datedate 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. Except (a) Other than as set forth belowin this Section 3.02, the Company will Notes shall not be entitled redeemable by the Company prior to redeem the Notes at its option:maturity.
(ab) At any time after the Acquisition Closing Date and prior to October 15January 1, 20272018, the Company will be entitled at its option may on any one or more occasions redeem up to redeem all or a portion 35% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes, in whole or in part, at any time or from time to time, upon notice as set forth in Section 11.09) outstanding under this Supplemental Indenture, at a redemption price equal to 100.0105.750% of the principal amount of the Notes to be redeemed, 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, 2020, 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, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on January 1 of the years indicated below: 2020 102.875 % 2021 101.917 % 2022 100.958 % 2023 and thereafter 100.000 %
(d) At any time prior to January 1, 2020, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, plus and accrued and unpaid interest, if any, to to, but not including, the date of redemption (the “Redemption Date”), subject to the right rights of Holders of record of Notes on the relevant Regular Record Date record date to receive interest due on the relevant Interest Payment Date.
(be) On and after October 15, 2027, Any redemption pursuant to this Section 3.02 shall be made pursuant to the Company will be entitled at its option to redeem all or a portion provisions of Section 3.01 through Section 3.06 of the NotesBase Indenture.
(f) Any redemption or notice of redemption, in whole or in part, at any time or from time to time, upon notice as set forth in Section 11.09may, at the following redemption prices (expressed in percentages of principal amount)Company’s discretion, plus accrued interest to the Redemption Date (be 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 October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %
(c) In addition, after the Acquisition Closing Date and before October 15, 2027, the Company will be entitled at its option on one or more occasionsconditions precedent, to redeem in the aggregate up to 40.0% including completion 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 Equity Offering or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount) of 106.250% 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); provided, however, that at least 50.0% of the aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemptionother corporate transaction.
(d) Notwithstanding the foregoing, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date.
Appears in 1 contract
Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to The Corporation may redeem the Notes Notes, at its option:
(a) At any time after the Acquisition Closing Date and prior to October 15, 2027, 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 in whole or from time to time, upon notice as set forth time in Section 11.09part (equal to a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) for cash:
(i) prior to the Par Call Date, at a redemption price equal to 100.0the greater of:
(1) 100% of the principal amount of the Notes to be redeemed; and
(2) 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 date of 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 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 Treasury Rate plus 30 basis points (or 0.300%); and
(ii) on or after the Applicable Premium as ofPar Call Date and prior to the Stated Maturity Date of the Notes, plus accrued and at a price equal to 100% of the principal amount of the Notes to be redeemed, plus, in each case, unpaid interest, if any, accrued thereon to, but excluding, such Optional Redemption Date. Notwithstanding the foregoing, the Corporation shall pay any interest installment due on an Interest Payment Date which occurs on or prior to an Optional Redemption Date to the date of redemption (the “Redemption Date”), subject to the right of Holders of record the Notes as of the close of business on the relevant Regular Record Date to receive interest due on the relevant regular record date immediately preceding such Interest Payment Date.
(b) On and after October 15, 2027, the Company will be entitled at its option to redeem all or a portion of the Notes, in whole or in part, . The Corporation may at any time or time, and from time to time, upon notice as set forth in Section 11.09, purchase Notes at the following redemption any price or 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 October 15 of the years set forth below: Redemption Period Price 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %
(c) In addition, after the Acquisition Closing Date and before October 15, 2027, 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 open market or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount) of 106.250% 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); provided, however, that at least 50.0% of the aggregate principal amount of the Notes originally outstanding remains outstanding (including the original principal amount of any Additional Notes) after each such redemptionotherwise.
(d) Notwithstanding the foregoing, in connection with any tender offer for the Notes (including, without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date.
Appears in 1 contract
Sources: Third Supplemental Indenture (Martin Marietta Materials Inc)