Common use of Optional Redemption Clause in Contracts

Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Clearway Energy, Inc.), Indenture (Clearway Energy LLC)

Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemptionredemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve12-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of this Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise. (g) Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for, or other offer to purchase, the Notes, 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 (or other offer to purchase) and the Company, or any third party making such a tender offer (or other offer to purchase) in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other offer), to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer to purchase), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase), accrued and unpaid interest, if any, to the date of redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes have validly tendered and not withdrawn such Notes in a tender offer or other offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Indenture to the contrary).

Appears in 2 contracts

Sources: Indenture (Clearway Energy, Inc.), Indenture (Clearway Energy LLC)

Optional Redemption. (a1) The Company may not redeem Preference Shares prior to October 1, 2024, except as provided in Sections 7(a)(2), 7(a)(3), 7(a)(4) and 7(a)(5). On October 1, 2024 and at any time thereafter, the Preference Shares shall be redeemable at the Company’s option, subject to compliance with Bermuda law, in whole or from time to time in part, upon notice given as provided in Section 7(c), at a cash redemption price equal to $25,000 per Preference Share, plus an amount equal to the portion of the quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any undeclared dividends. (2) At any time prior to February 15October 1, 2024, if (i) the Company may on submits to the holders of its Ordinary Shares a proposal for an amalgamation or merger, or (ii) if the Company submits any one proposal for any other matter that requires, as a result of any change in Bermuda law after August 6, 2019, for its validation or more occasions redeem up to 40% effectuation an affirmative vote of the aggregate principal amount holders of the NotesPreference Shares at the time in issue, whether voting as a separate series or together with any other series or class of preference shares as a single class, the Company shall have the option, subject to compliance with Bermuda law, upon not less than 10 nor more than 60 days’ noticenotice given as provided in Section 7(c), to redeem all of the issued Preference Shares at a cash redemption price equal to 103.750% of the principal amount of the Notes redeemed$26,000 per Preference Share, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds portion of one or more Equity Offerings, subject the quarterly dividend attributable to the rights then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of Holders any undeclared dividends; provided that no such redemption shall occur prior to October 1, 2024 unless (1) the Company has sufficient funds in order to meet the Enhanced Capital Requirement and the BMA approves of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: redemption or (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 days of Company replaces the date of capital represented by Preference Shares to be redeemed with capital having equal or better capital treatment as the closing of such equity offeringPreference Shares under the Enhanced Capital Requirement (the conditions described in clauses (1) and (2), the “Redemption Requirements”). (b3) At any time prior to February 15October 1, 20262024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not Preference Shares shall be redeemable at the Company’s option prior option, subject to February 15compliance with Bermuda law, 2026. (d) On in whole or after February 15from time to time in part, 2026upon notice given as provided in Section 7(c), at a cash redemption price equal to $25,000 per Preference Share, plus an amount equal to the Company may on any one or more occasions redeem all or a part portion of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at quarterly dividend attributable to the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestthen-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any undeclared dividends, at any time within 90 days of the date on which the Company has reasonably determined that, as a result of (i) any amendment to, or change in, the laws or regulations of Bermuda that is enacted or becomes effective after the Issue Date; (ii) any proposed amendment to, or change in, those laws or regulations that is announced or becomes effective after the Issue Date; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the Issue Date, a Capital Disqualification Redemption Event has occurred; provided that any such redemption in part may only be made if (x) the Company has reasonably determined that the portion of the Preference Shares to be redeemed are the subject of the Capital Disqualification Redemption Event and (y) after giving effect to such redemption, the Company has reasonably determined that a Capital Disqualification Redemption Event will not exist with respect to the then-issued Preference Shares and such redemption will not result in the suspension or removal of the Preference Shares from listing on the Notes redeemedNew York Stock Exchange; provided further that no such redemption may occur prior to October 1, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 2024 unless one of the years indicated belowRedemption Requirements is satisfied. (4) At any time prior to October 1, 2024, the Preference Shares shall be redeemable at the Company’s option, subject to the rights of Holders on the relevant record date compliance with Bermuda law, in whole or from time to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any time in part, upon notice given as provided in Section 7(c), at a cash redemption pursuant price equal to this Section 5 shall be made pursuant $25,000 per Preference Share, plus an amount equal to the provisions of Sections 3.01 through 3.06 portion of the Indenturequarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any undeclared dividends, at any time following the occurrence of a Tax Event; provided that no such redemption may occur prior to October 1, 2024 unless one of the Redemption Requirements is satisfied. (f5) The provisions At any time prior to October 1, 2024, the Preference Shares shall be redeemable at the Company’s option, subject to compliance with Bermuda law, in whole, upon notice given as provided in Section 7(c), at a cash redemption price of Article 3 $25,500 per Preference Share, plus an amount equal to the portion of the Indenture do not prohibit quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the Redemption Date, without accumulation of any undeclared dividends, within 90 days after the occurrence of a Rating Agency Event; provided that no such redemption may occur prior to October 1, 2024 unless one of the Redemption Requirements is satisfied. (6) Unless dividends on all issued Preference Shares and all Parity Stock shall have been declared and paid (or declared and a sum sufficient for the payment thereof set apart for payment) for the latest completed Dividend Period on all issued Preference Shares and the latest completed dividend period on all issued Parity Stock, no Preference Shares or any Parity Stock shall be redeemed, purchased or otherwise acquired by the Company unless all issued Preference Shares and any Parity Stock are redeemed (or its affiliates from acquiring purchased or otherwise acquired); provided, that the Notes in market transactions by means other Company may acquire fewer than a redemption, whether all of the issued Preference Shares or Parity Stock pursuant to a tender written purchase or exchange offer made to all holders of issued Preference Shares and Parity Stock upon such terms as the Board of Directors in its sole discretion, after consideration of the respective annual dividend rate and other relative rights and preferences of the respective classes or otherwiseseries, shall determine (which determination shall be final and conclusive) will result in fair and equitable treatment among the respective classes or series.

Appears in 2 contracts

Sources: Deposit Agreement (Aspen Insurance Holdings LTD), Deposit Agreement (Aspen Insurance Holdings LTD)

Optional Redemption. (a) At any time on or after the Completion Date and prior to February July 15, 20242028, the Company may on any one redeem the Notes in whole or more occasions redeem up to 40% of the aggregate principal amount of the Notesin part, at its option, upon not less than 10 nor more than 60 days’ noticenotice as described under Section 5.3, at a redemption price (expressed as percentages of principal amount of the Notes to be redeemed) equal to 103.750100.000% of the principal amount of Notes redeemed plus the Notes redeemedrelevant Applicable Premium as of, plus and accrued and unpaid interest, if any, to to, but excluding, the date of redemption date, with an amount equal to (the net cash proceeds of one or more Equity Offerings“Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time on or after the Completion Date and prior to February July 15, 20262028, the Company may on may, at its option, at any one or more occasions time and from time to time, redeem all or a part portion of the Notes outstanding under this Indenture (including any Additional Notes) with an amount equal to the Net Cash Proceeds received by the Company from any Qualified IPO, upon notice as described under Section 5.3, at a redemption price equal to 103.000% of the aggregate principal amount of such Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. (c) At any time on or after the Completion Date and prior to July 15, 2028, the Company may, at its option, at any time and from time to time, redeem up to 10.0% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) during each twelve-month period commencing from the Completion Date, upon notice as described under Section 5.3, at a redemption price equal to 103.000% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. (d) At any time on or after the Completion Date and prior to July 15, 2028, the Company may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40.0% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 100% (expressed as percentages of the principal amount of the Notes to be redeemed) equal to 105.250% of the aggregate principal amount thereof, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 40.0% of the original aggregate principal amount of Notes initially issued under this Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (excluding Notes held by the Company or any of its Restricted Subsidiaries) unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.5 hereof. (ce) Except pursuant If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date of the Offering Memorandum, a Payor becomes or, based upon a written opinion of independent counsel selected by it, will become obligated to pay additional amounts as described in Section 3.1(a) with respect to the preceding paragraphsNotes, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, then the Company may on at any one or more occasions redeem all or a part time at its option redeem, in whole, but not in part, any series of the Notes, upon Notes on not less than 10 nor or more than 60 days’ prior notice, at the a redemption prices (expressed as percentages price equal to 100.0% of their principal amount) set forth below, plus together with accrued and unpaid interest, if any, interest and additional amounts on the Notes redeemedto, to but not including, the applicable date fixed for redemption. Notice of redemptionredemption for tax reasons will be published in accordance with the procedures described in Section 5.3. As used in this clause (d), if redeemed during the twelve-month period beginning on February 15 term “United States” means the United States of America, the states of the years indicated belowUnited States, and the District of Columbia, and the term “United States person” means any individual who is a citizen or resident of the United States for United States federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to the rights United States federal income taxation regardless of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indentureits source. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Beach Acquisition Co Parent, LLC), Indenture (Skechers Usa Inc)

Optional Redemption. (a) At any time prior to February 15, 2024, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the NotesNotes issued under this Indenture, upon giving not less than 10 15 nor more than 60 days’ noticenotice (except as provided in Section 3.03 hereof), at a redemption price equal to 103.750105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interestinterest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that (1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to February 15, 2024, the Issuer may on any one or more Equity Offeringsoccasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Issuer) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (bc) At any time Except pursuant to Section 3.07(a), Section 3.07(b), Section 3.10 and Section 3.11 hereof, the Notes will not be redeemable at the Issuer’s option prior to February 15, 20262024. (d) On or after February 15, 2024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium notice (except as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticeprovided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2024 102.813 % 2025 101.406 % 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Issuer’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)

Optional Redemption. (a) At any time prior to February January 15, 2024, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes at a redemption price equal to 103.750of 105.000% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i1) at least 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 45 days of the date of the closing of such equity offeringEquity Offering. Any redemption notice given in respect of the redemption referred to in the preceding paragraph may be given prior to completion of the related Equity Offering, and any such redemption or notice may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent, including the completion of the Equity Offering. (b) At any time prior to February January 15, 20262024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Any such redemption and notice may, at the discretion of the Company, be subject to satisfaction of one or more conditions precedent. (c) Except pursuant to the two preceding paragraphsparagraphs and the provisions under Section 3.10 and Section 3.11 hereof, the Notes will not be redeemable at the Company’s option prior to February January 15, 20262024. (d) On or after February January 15, 20262024, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of the principal amount) set forth below, below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February 15 of the years periods indicated below, subject to the rights of Holders holders of the Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 Twelve-month period on or after January 15, 2024 102.500 % 2027 Twelve-month period on or after January 15, 2025 101.250 % 2028 100.625 On or after January 15, 2026 100.000 % 2029 and thereafter 100.000 %Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through Section 3.06 hereof and may, at the discretion of the Indenture. Company, be subject to the satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, at the Company’s discretion, the redemption date may be delayed until such time (fprovided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) The provisions of Article 3 as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as delayed. In addition, the Company may provide in such notice that payment of the Indenture do not prohibit redemption price and performance of the Company or its affiliates from acquiring the Notes in market transactions Company’s obligations with respect to such redemption may be performed by means other than a redemption, whether pursuant to a tender offer or otherwiseanother Person.

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

Optional Redemption. (a) The Notes may be redeemed on any one or more occasions, in whole or in part, at any time prior to September 6, 2020, at the option of the Company upon not less than 15 nor more than 60 days’ prior notice (except that such notice may be sent more than 60 days prior to a redemption date if such notice is issued in connection with Article 8 or Article 11) mailed by first class mail (and/or, to the extent permitted by Applicable Procedures or regulations, transmitted electronically) to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of registered Holders of the Notes on a relevant Record Date to receive interest due on a relevant Interest Payment Date). (b) At any time prior to February 15September 6, 20242020, the Company may at its option, with the net proceeds of one or more Qualified Equity Offerings, redeem on any one or more occasions redeem up to 40% of the aggregate principal amount of the outstanding Notes (including Additional Notes, upon not less than 10 nor more than 60 days’ notice, ) at a redemption price Redemption Price equal to 103.750108.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interestinterest thereon, if any, to to, but not including, the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights right of registered Holders of the Notes on the a relevant record date Record Date to receive interest due on the a relevant interest payment dateInterest Payment Date); provided that: that (i1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by calculated after giving effect to the Company, its Subsidiaries and parent entitiesoriginal issuance of any Additional Notes) remains outstanding immediately after the occurrence of any such redemption; and redemption (iiexcluding Notes held by the Company or its Subsidiaries) the and (2) any such redemption occurs within 180 90 days of the date of following the closing of any such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateQualified Equity Offering. (c) Except pursuant to the preceding paragraphsclause (a) or (b) of this Section 3.07, pursuant to Section 3.09 or pursuant to Section 4.14(e), the Notes will shall not be redeemable at the Company’s option prior to February 15September 6, 20262020. (d) On or after February 15, 2026, the Company The Notes may be redeemed on any one or more occasions redeem all occasions, in whole or a part in part, at any time on or after September 6, 2020, at the option of the Notes, Company upon not less than 10 15 nor more than 60 days’ prior notice, notice (except that such notice may be sent more than 60 days prior to a redemption date if such notice is issued in connection with Article 8 or Article 11) at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest, if any, on to, but not including, the redemption date (subject to the right of registered Holders of the Notes redeemed, on a relevant Record Date to the applicable date of redemptionreceive interest due on a relevant Interest Payment Date), if redeemed during the twelve12-month period beginning on February 15 September 6th of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2020 102.000 % 2027 101.250 2021 101.000 % 2028 100.625 % 2029 2022 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Concordia International Corp.), Indenture (Concordia Investment Holdings (Jersey) LTD)

Optional Redemption. (a) At any time prior to February 15, 2024Except as set forth in subparagraphs (b) or (c) of this Paragraph 5, the Company may on any one or more occasions will not have the option to redeem up the Notes prior to 40% of April 15, 2015. Thereafter, the aggregate principal amount of Company will have the option to redeem the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest, if any, on the Notes to be redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February 15 August 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2015 104.625 % 2027 101.250 2016 102.313 % 2028 100.625 % 2029 2017 and thereafter 100.000 % (eb) Any redemption pursuant to this Section 5 shall be made pursuant to Notwithstanding the provisions of Sections 3.01 through 3.06 subparagraph (a) of this Paragraph 5, at any time prior to April 15, 2014, the Company may on one or more occasions redeem Notes with all or a portion of the Indenturenet cash proceeds of one or more Equity Offerings at a redemption price equal to 109.250% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the applicable redemption date; provided that at least 65% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Affiliates) and that such redemption occurs within 90 days of the date of the closing of such Equity Offering. (fc) The provisions of Article 3 At any time or from time to time prior to April 15, 2015, the Company, at its option, may redeem the Notes, in whole or in part, at a price equal to 100% of the Indenture do not prohibit the Company or its affiliates from acquiring principal amount of the Notes redeemed plus the Applicable Premium, together with accrued and unpaid interest thereon, if any, to the redemption date. The Company may provide that payment of such redemption price may be made by, and performance of the obligations in market transactions by means other than a redemptionrespect of such redemption may be performed by, whether pursuant to a tender offer or otherwiseanother Person.

Appears in 2 contracts

Sources: Supplemental Indenture (Lbi Media Holdings Inc), Indenture (Lbi Media Holdings Inc)

Optional Redemption. (a) At any time prior to February On or after November 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemedat its option, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) in whole at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior or in part from time to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notestime, upon not less than 10 nor more than 60 days’ prior noticenotice mailed by the Company by first-class mail, or delivered electronically if held by DTC, to each Holder’s registered address, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, 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 November 15 of the years set forth below: Period Redemption Price 2024 103.750 % 2025 101.875 % 2026 and thereafter 100.000 % (b) In addition, prior to November 15, 2024, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 10 nor more than 60 days’ prior notice mailed by the Company by first class mail, or delivered electronically if held by DTC, to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if anybut excluding, to the applicable date of redemption, Redemption Date (subject to the rights right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date). (c) Except pursuant Notwithstanding the foregoing, at any time and from time to the preceding paragraphs, the Notes will not be redeemable at the Company’s option time on or prior to February November 15, 2026. (d) On or after February 15, 20262024, the Company may on redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more occasions redeem all Equity Offerings (1) by the Company or a part (2) by any direct or indirect parent of the Company to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase capital stock (other than Disqualified Stock) of the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 107.500%, plus accrued and unpaid interest to, but excluding, 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% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed, at or delivered electronically if held by DTC, by the redemption prices (expressed as percentages Company to each Holder of principal amount) Notes being redeemed and otherwise in accordance with the procedures set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to in this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture‎Article 4. (fd) The provisions of Article 3 Unless the Company defaults in the payment of the Indenture do not prohibit redemption price, on and after the Company Redemption Date, interest will cease to accrue on the Notes, or its affiliates from acquiring the Notes in market transactions by means other than a portions thereof, called for redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: First Supplemental Indenture (XPO Logistics, Inc.), First Supplemental Indenture (RXO, Inc.)

Optional Redemption. (a) At any time Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to February 15May 1, 20242015. On or after May 1, 2015, the Company may Issuers shall have the option on any one or more occasions to redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, in whole or in part at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notestime, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium notice as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticeset forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of redemptionHolders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on February 15 May 1 of the years indicated below: YEAR PERCENTAGE 2015 104.688 % 2016 102.344 % 2017 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 1, 2014, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 109.375% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the rights right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to May 1, 2015, the Issuers may on any one or more occasions redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %), plus (3) the Make Whole Premium at the redemption date. (ed) Any The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption pursuant to this Section 5 shall be made pursuant price and subject to the provisions of Sections 3.01 through 3.06 conditions set forth in Section 4.15(6) of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Optional Redemption. (a) At On or after February 11, 2021, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the periods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Twelve-month period on or after February 11, 2021 103.625 % Twelve-month period on or after February 11, 2022 101.813 % On or after February 11, 2023 100.000 % (b) Notwithstanding the provisions of subparagraph (b) of this Paragraph (5), at any time prior to February 1511, 20242021, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes at a redemption price equal to 103.750107.250% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) that at least 5065% of the in aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption and that such redemption occurs within 180 45 days of the date of the closing of such equity offeringEquity Offering. (bc) At any time prior to February 1511, 20262021, the Company may on any one or more occasions also redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Amounts, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to subparagraphs (a), (b) and (c) of this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.Paragraph

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the The Notes will not be redeemable at the Company’s 's option prior to February 15_____________. The Notes may be redeemed, 2026. (d) On in whole or in part, at the option of the Company on or after February 15_____________, 2026, at the Company may on any one or more occasions redeem all or a part redemption prices specified below (expressed as percentages of the Notesprincipal amount thereof), in each case, together with accrued and unpaid interest, hereon to the date of redemption, upon not less than 10 30 nor more than 60 days’ prior ' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 ___________ of the years indicated below: REDEMPTION YEAR PRICE (b) Notwithstanding the foregoing, subject prior to ____________, the Company may, on any one or more occasions, use the net proceeds of one or more offerings of its capital stock to redeem up to __% of the aggregate principal amount of all notes that had been issued under the Indenture up to the rights time of Holders on redemption at a redemption price of __% the relevant record date to receive interest on principal amount of the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 notes redeemed, plus accrued and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant unpaid interest, to the provisions date of Sections 3.01 through 3.06 redemption; provided that, after any such redemption, the aggregate principal amount of the Indenture. Notes outstanding (fexcluding Notes held by the Company and its Subsidiaries) The provisions of Article 3 must equal at least __% of the Notes that had been issued under the Indenture do not prohibit up to the Company or its affiliates from acquiring time of redemption; and provided further, that any such redemption shall occur within 90 days of the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwisedate of closing of such offering of Capital Stock of the Company.]

Appears in 2 contracts

Sources: Subordinated Indenture (Harleysville Group Inc), Senior Subordinated Indenture (Harleysville Group Inc)

Optional Redemption. Except pursuant to Sections 3.07(b) through Section 3.07(e) and 4.15(f) of the Indenture, the Notes will not be optionally redeemable by the Issuer; provided, however, the Issuer may acquire the Notes by means other than an optional redemption. (a) At any time and from time to time prior to February April 15, 2024, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one in whole or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticein part, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus the Applicable Premium as ofPremium, and plus accrued and unpaid interest, if any, to to, but excluding, the applicable redemption date of redemption, (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment daterelated Interest Payment Date). (cb) Except pursuant At any time and from time to the preceding paragraphstime on or after April 15, 2024, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticein whole or in part, at the redemption prices (expressed as percentages a percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, on to, but excluding, the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date: Year Percentage related Interest Payment Date): 2024 102.000% 2025 101.000% 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 100.000% (c) At any time and from time to time prior to April 15, 2024, the Issuer may redeem up to 40% of the principal amount of the outstanding Notes (including Additional Notes, if any) with the net cash proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) of 104.000%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date; provided that (i) at least 60% of the aggregate principal amount of Notes issued on the Issue Date and any Additional Notes originally issued under the Indenture after the Issue Date remains outstanding immediately after each such redemption, and (ii) notice of any such redemption is given to the Holders within 90 days of the closing of each such Equity Offering. (d) The Issuer may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 of the Indenture), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Issuer determines in good faith that the Issuer or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), which the Issuer or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws or treaties (or any regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, treaties, regulations, official guidance or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder). Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes and the Issuer is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. Notwithstanding the foregoing, no such notice of redemption will be given (i) earlier than 90 days prior to the earliest date on which the Issuer or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Note Guarantee, as the case may be, were then due and (ii) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. (e) Any Except for redemption pursuant to this Section 5 shall 3.07(e) of the Indenture, notices of optional redemption will be made pursuant given at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed in accordance with Section 12.02 of the provisions Indenture, except that redemption notices may be given more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of Sections 3.01 through 3.06 the Notes or a satisfaction and discharge of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)

Optional Redemption. (a) At any time prior to February 15, 20242023, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part portion of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemption, Redemption Date (subject to the rights of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) Interest Payment Date). On or and after February 15, 20262023, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticein whole or in part, at the following redemption prices (expressed as percentages of principal amountamount of Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of Notes on the Notes redeemed, relevant Regular Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated below: 2023 103.063 % 2024 101.531 % 2025 and thereafter 100.000 % In addition, until February 15, 2023, the Issuer may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, subject to the rights right of Holders of record of Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date: Year Percentage 2026 101.875 Interest Payment Date, with the net cash proceeds of one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer; provided that at least 60% 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % of the sum of the aggregate principal amount of Notes originally issued under the Indenture (eincluding any Additional Notes issued under the Indenture after the Issue Date) remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption occurs within 120 days of the date of closing of each such Equity Offering. Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 Section 3.07 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Arconic Rolled Products Corp), Indenture (Arconic Inc.)

Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the NotesNotes issued under this Indenture, upon giving not less than 10 15 nor more than 60 days’ noticenotice (except as provided in Section 3.03 hereof), at a redemption price equal to 103.750107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interestinterest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that (1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to February 15, 2024, the Company may on any one or more Equity Offeringsoccasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (bc) At any time Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 20262024. (d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium notice (except as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticeprovided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2024 103.500 % 2025 101.750 % 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)

Optional Redemption. (a) At On or after July 15, 2023, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the periods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Twelve-month period on or after July 15, 2023 103.250 % Twelve-month period on or after July 15, 2024 101.625 % On or after July 15, 2025 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to February July 15, 20242023, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes at a redemption price equal to 103.750106.500% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) that at least 5065% of the in aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption and that such redemption occurs within 180 45 days of the date of the closing of such equity offeringEquity Offering. (bc) At any time prior to February July 15, 20262023, the Company may on any one or more occasions also redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Amounts, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to subparagraphs (a), (b) and (c) of this Section 5 Paragraph (5) may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, at the Company’s discretion, the redemption date may be delayed until such time (provided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) as any or all such conditions shall be made pursuant to satisfied, or such redemption may not occur and such notice may be rescinded in the provisions of Sections 3.01 through 3.06 event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as delayed. In addition, the Company may provide in such notice that payment of the Indentureredemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) The provisions of Article 3 Notes may also be redeemed in the circumstances described in Sections 3.10 and 3.11 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwiseIndenture.

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Notes at its option prior to July 15, 2008. (a) At any time prior to February On and after July 15, 20242008, the Company may on any one shall be entitled at its option to redeem all or more occasions redeem up to 40% a portion of the aggregate principal amount of the Notes, Notes upon not less than 10 30 nor more than 60 days' notice, at a the redemption price equal to 103.750% prices (expressed in percentages of the principal amount of on the Notes redeemedredemption date), plus accrued and unpaid interestinterest thereon, if any, to the applicable redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date; provided that: ), if redeemed during the 12-month period commencing on July 15 of the years set forth below: In addition, before July 15, 2006, the Company may at its option on one or more occasions redeem Notes (iwhich includes Additional Notes, if any) at least 50in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price (excluding expressed as a percentage of principal amount) of 109.5%, plus accrued and unpaid interest to the redemption date, with the Net Cash Proceeds from one or more Qualified Equity Offerings; PROVIDED, HOWEVER, that (1) at least 65% of such aggregate principal amount of Notes held by the Company(which excludes Additional Notes, its Subsidiaries and parent entitiesif any) remains outstanding immediately after the occurrence of each such redemptionredemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and (ii2) the each such redemption occurs within 180 60 days of after the date of the closing related Qualified Equity Offering; and (3) if the Qualified Equity Offering is an offering by Parent or Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity offeringcapital of the Company or used to acquire from the Company Capital Stock (other than Disqualified Stock) of the Company. (b) At any time on or prior to February 15the First Call Date, 2026after the completion of a Change of Control Offer that was accepted by Holders of not less than 75% of the Notes then outstanding, the Company may on redeem the Notes of any one or more occasions redeem all or a part Holder who has not accepted the Change of Control Offer (the Notes, "UNTENDERED NOTES") upon not less than 10 30 nor more than 60 days' prior noticenotice but in no event more than 90 days after the completion of such Change of Control Offer, mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of the Untendered Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the "CHANGE OF CONTROL REDEMPTION DATE"), except that installments of interest which are due and payable on dates falling on or prior to the applicable redemption date of redemption, subject will be payable to the rights Persons who were the Holders of Holders record at the close of business on the relevant record date to receive interest due on the relevant interest payment datedates. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Merisant Foreign Holdings I Inc), Indenture (Tabletop Holdings Inc)

Optional Redemption. (a) At any time prior to February 1511, 20242021, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes at a redemption price equal to 103.750of 107.250% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i1) at least 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 45 days of the date of the closing of such equity offeringEquity Offering. Any redemption notice given in respect of the redemption referred to in the preceding paragraph may be given prior to completion of the related Equity Offering, and any such redemption or notice may, at the discretion of the Company, be subject to the satisfaction of one or more conditions precedent, including the completion of the Equity Offering. (b) At any time prior to February 1511, 20262021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. Any such redemption and notice may, at the discretion of the Company, be subject to satisfaction of one or more conditions precedent. (c) Except pursuant to the two preceding paragraphsparagraphs and the provisions under Section 3.10 and Section 3.11 hereof, the Notes will not be redeemable at the Company’s option prior to February 1511, 20262021. (d) On or after February 1511, 20262021, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of the principal amount) set forth below, below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February 15 of the years periods indicated below, subject to the rights of Holders holders of the Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 Twelve-month period on or after February 11, 2021 103.625 % 2027 101.250 Twelve-month period on or after February 11, 2022 101.813 % 2028 100.625 On or after February 11, 2023 100.000 % 2029 and thereafter 100.000 %Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through Section 3.06 hereof and may, at the discretion of the Indenture. Company, be subject to the satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, at the Company’s discretion, the redemption date may be delayed until such time (fprovided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) The provisions of Article 3 as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as delayed. In addition, the Company may provide in such notice that payment of the Indenture do not prohibit redemption price and performance of the Company or its affiliates from acquiring the Notes in market transactions Company’s obligations with respect to such redemption may be performed by means other than a redemption, whether pursuant to a tender offer or otherwiseanother Person.

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

Optional Redemption. (a) At any time prior to February 15December 1, 20242015, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes issued under this Indenture at a redemption price equal to 103.750of 108.500% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interestinterest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i1) at least 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 45 days of the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February 15December 1, 20262015, the Company may on any one or more occasions also redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Amounts, if any, to to, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the two preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15December 1, 20262015. (d) On or after February 15December 1, 20262015, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February 15 December 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2015 106.375 % 2027 101.250 2016 104.250 % 2028 100.625 2017 102.125 % 2029 2018 and thereafter 100.000 %% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Crown Entertainment LTD)

Optional Redemption. (a) At any time prior to February January 15, 20242009, the Company may at its option redeem all or part of the Notes upon not less than 30 nor more than 60 days' prior notice at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes being redeemed and (2) as determined by the Quotation Agent, the sum of the present values of 104% of the principal amount of the Notes being redeemed, plus all scheduled payments of interest on such Notes to and including January 15, 2009 (but not including accrued and unpaid interest to the redemption date), in each case discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together in each case with accrued and unpaid interest and Special Interest, if any, to the applicable redemption date. (b) At any time prior to July 15, 2006, the Company may at its option on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes issued under this Indenture at a redemption price equal to 103.750of 108% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interestinterest and Special Interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i1) at least 5065% of the aggregate principal amount of Notes originally issued under on the date of this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and (ii2) the redemption occurs within 180 120 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateEquity Offering. (c) Except pursuant to the preceding paragraphsSections 3.07(a) or (b) above, the Notes will shall not be redeemable at the Company’s 's option prior to February January 15, 20262009. (d) On or after February January 15, 20262009, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 10 30 nor more than 60 days' prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interestinterest and Special Interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 ---- ---------- 2009......................................... 104.000% 2027 101.250 2010......................................... 102.667% 2028 100.625 2011......................................... 101.333% 2029 2012 and thereafter 100.000 thereafter.......................... 100.000% (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Georgia Pacific Corp), Indenture (Georgia Pacific Corp)

Optional Redemption. (aA) At any time prior to February December 15, 20242023, the Company may on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount of Notes issued under the NotesIndenture, upon not less than 10 30 nor more than 60 days’ notice, at a redemption price equal to 103.750100.000% of the principal amount of the Notes redeemed, plus (1) the excess of (a) the present value of the Notes to be redeemed at such redemption date of (i) the redemption price of the Notes to be redeemed at December 15, 2023 plus (ii) all required interest payments due on the Notes to be redeemed through December 15, 2023 (excluded accrued and but unpaid interest, if any, interest to the redemption date), with an amount computed using a discount rate equal to the net cash proceeds Treasury Rate (as defined in the Indenture) as of one or more Equity Offerings, such redemption date plus 50 basis points over (b) the principal amount of the Notes (the “Applicable Premium”) and (2) accrued and unpaid interest to the date of redemption (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offeringInterest Payment Date). (bB) At any time prior on or after to February December 15, 20262023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (cC) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, Unless the Company may on any one or more occasions redeem all or a part defaults in the payment of the Notesredemption price, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, interest will cease to accrue on the Notes redeemed, to or portions thereof called for redemption on the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment redemption date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (I/O Marine Systems, Inc.), Indenture (I/O Marine Systems, Inc.)

Optional Redemption. (a) At any time prior to February January 15, 20242027, the Company may may, on any one or more occasions occasions, redeem the Notes, in whole or in part, upon notice pursuant to Section 3.03 at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus the Applicable Premium, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. (b) Prior to January 15, 2027, the Company may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of the NotesNotes issued under this Indenture, upon not less than 10 nor more than 60 days’ noticenotice pursuant to Section 3.03, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50107.000% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemedthereof, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable date of redemptionredemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided that (1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) such redemption occurs within 180 days after the date of closing of such Equity Offering. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February On and after January 15, 2026. (d) On or after February 15, 20262027, the Company may may, on any one or more occasions occasions, redeem all or a part of the NotesNotes upon notice pursuant to Section 3.03 at the redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on January 15 of each of the years indicated below: 2027 103.500 % 2028 101.750 % 2029 and thereafter 100.000 % (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a tender offer, Change of Control Offer or Alternate Offer and the Company (or a third party making the tender offer, Change of Control Offer or Alternate Offer in lieu of the Company as provided in Section 4.15(c)) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the completion of such tender offer, Change of Control Offer or Alternate Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the redemption prices (expressed as percentages price offered in such tender offer, plus, to the extent not included in the Change of principal amount) set forth belowControl Payment or the price offered in such tender offer, plus accrued and unpaid interest, if any, on the Notes redeemedthat remain outstanding to, to but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, redemption (subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment redemption date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %). (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture3.06. (f) Any redemption notice in connection with this Section 3.07 may, at the Company’s discretion, be subject to one or more conditions precedent. If such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was sent), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the date of redemption, or by the date of redemption as so delayed. The provisions Company shall provide written notice to the Trustee no later than 10:00 a.m. Eastern Time (subject to DTC procedures) on the date of Article 3 redemption of the delay of such redemption or the rescission of such notice of redemption, and upon receipt the Trustee shall provide notice to each Holder of the Notes in the same manner in which the notice of redemption was given. (g) Nothing in this Indenture do not shall prohibit the Company or and its affiliates Affiliates from acquiring the Notes in market transactions by means other than by a redemption, whether including pursuant to a tender offer offers, open market purchases or otherwise.

Appears in 2 contracts

Sources: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp)

Optional Redemption. (a) At any time prior to February October 15, 20242020, the Company Issuers may at their option and on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to October 15, 2020, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 108.750% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest payment datethereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 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 Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to the preceding paragraphsclause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Company’s Issuers’ option prior to February October 15, 20262020. (de) On or and after February October 15, 20262020, the Company Issuers may at their option and on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticenotice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 of the years periods indicated below: October 15, subject 2020 to the rights of Holders on the relevant record date October 14, 2021 106.563 % October 15, 2021 to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 April 14, 2022 104.375 % 2027 101.250 % 2028 100.625 % 2029 April 15, 2022 and thereafter 100.000 % (ef) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06. (fg) The provisions of Article 3 of In addition to any redemption pursuant to this Section 3.07, the Indenture do not prohibit the Company Issuers or its affiliates their Affiliates may at any time and from acquiring the time to time acquire Notes in market transactions by means other than a redemption, whether pursuant to a by tender offer offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be.

Appears in 2 contracts

Sources: Indenture (Vine Energy Inc.), Indenture (Vine Resources Inc.)

Optional Redemption. (a) At any time Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to February 15June 1, 20242017. On or after June 1, 2017, the Company may on any one or more occasions Issuers shall have the option to redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, in whole or in part at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notestime, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium notice as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticeset forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of redemptionHolders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on February 15 June 1 of the years indicated below: 2017 103.313 % 2018 101.656 % 2019 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 1, 2016, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 106.625% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the rights right of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) originally issued under the Indenture (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption and (ii) each such redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to June 1, 2017, the Issuers may redeem all or part of the Notes at a redemption price equal to the sum of (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %), plus (3) the Make Whole Premium at the redemption date. (ed) Any The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption pursuant to this Section 5 shall be made pursuant price and subject to the provisions of Sections 3.01 through 3.06 conditions set forth in Section 4.15(f) of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)

Optional Redemption. Except as described below, the Notes will not be redeemable at the Company’s option prior to July 15, 2024. (a) At any time prior to February July 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes, upon not less than 10 nor more than 60 days’ notice, ) at a redemption price equal to 103.750of 105.250% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest, if any, to the redemption date, with funds in an amount equal to the net cash proceeds of one or more Equity OfferingsOfferings by the Company, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: : (i) at least 5060% of the aggregate principal amount of Notes originally issued under this the Indenture (excluding Notes held by the Company, its Subsidiaries and parent entitiesincluding any Additional Notes) remains outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by the Company or any of its Subsidiaries); and and (ii) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February On and after July 15, 20262024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on February July 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year YEAR Percentage 2024 102.625 % 2025 101.313 % 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (ec) Any At any time and from time to time prior to July 15, 2024, the Company may, at its option, redeem all or a portion of the Notes at a redemption pursuant price equal to this Section 5 shall be made pursuant 100% of the principal amount thereof plus the Applicable Premium with respect to the provisions Notes plus accrued and unpaid interest, if any, thereon to the redemption date. Notice of Sections 3.01 through 3.06 redemption need not set forth the Applicable Premium but only the manner of calculation of the Indentureredemption price. The Indenture provides that, with respect to any such redemption, the Company will notify the Trustee of the Applicable Premium with respect to the Notes promptly after the calculation and that the Trustee will not be responsible for such calculation. (fd) Notice of any redemption or purchase of the notes (including upon an Equity Offering or debt incurrence or in connection with a transaction (or series of related transactions) that constitute a Change of Control Triggering Event) may, at the Company’s discretion, be given prior to the completion of such transaction and may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, debt incurrence or Change of Control Triggering Event. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption or purchase date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption or purchase date, or by the redemption or purchase date so delayed. In addition, the Company may provide in such notice that payment of the redemption or purchase price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person. (e) The provisions of Article 3 of Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwiseNotes.

Appears in 2 contracts

Sources: Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx)

Optional Redemption. (a) Except as set forth in clauses (b), (d) and (e) of this Section 5 and in clauses (b), (d) and (e) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to March 1, 2020. (b) At any time prior to February 15March 1, 20242020, the Company may Issuers may, at their option and on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount all or a part of the Notes, upon not less than 10 nor more than 60 days’ noticenotice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 103.750the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest, if any, to to, but excluding, the redemption date, with an amount equal to the net cash proceeds of one or more Equity OfferingsRedemption Date, subject to the rights right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling on or prior to the Redemption Date. (c) On and after March 1, 2020, the Issuers may, at their option and on one or more occasions, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record date on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the twelve-month period beginning on March 1 of each of the years indicated below: 2020 102.875 % 2021 101.438 % 2022 and thereafter 100.000 % (d) In addition, at any time prior to March 1, 2020, the Issuers may, at their option, upon notice in accordance with Section 3.03 of the Indenture, on one or more occasions, redeem an aggregate principal amount of the Notes (including, for the avoidance of doubt, any Additional Notes) issued under the Indenture not to exceed an amount equal to the aggregate net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer at a redemption price (as a percentage of principal amount of the Notes to be redeemed) of 105.75%, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest payment datedue on the Notes on the relevant Interest Payment Date falling on or prior to the Redemption Date; provided that: that (i) the amount redeemed shall not exceed 40% of the aggregate principal amount of the Notes issued under the Indenture; (ii) at least 50% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by on the Company, its Subsidiaries and parent entities) Issue Date remains outstanding immediately after the occurrence of each such redemption; and and (iiiii) the each such redemption occurs within 180 days of the date of the closing of such equity offeringthe applicable Equity Offering or contribution. (be) At Notwithstanding the foregoing, in connection with any time prior to February 15Change of Control Offer, 2026, the Company may on any one Asset Sale Offer or more occasions redeem all or a part of other tender offer for the Notes, if Holders of not less than 90.0% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Asset Sale Offer or other tender offer and the Issuers, or any third party making such Change of Control Offer, Asset Sale Offer or other tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% the price offered to each other Holder in such Change of Control Offer, Asset Sale Offer or other tender offer plus, to the principal amount extent not included in the Change of the Notes redeemedControl Offer, plus the Applicable Premium as ofAsset Sale Offer or other tender offer payment, and accrued and unpaid interest, if any, to thereon, to, but excluding, the applicable date of redemptionRedemption Date or purchase date, subject to the rights right of Holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment Interest Payment Date falling on or prior to the Redemption Date or purchase date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (ef) Any redemption pursuant to this Section paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. . Notice of any redemption, whether in connection with an Equity Offering, Change of Control, Asset Sale, other transaction or event or otherwise, may, at the Issuers’ discretion, be given prior to the completion or occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Equity Offering, Change of Control, Asset Sale or other transaction or event, as the case may be. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time (fwhich may be more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) The provisions as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuers in their sole discretion) by the Redemption Date, or by the Redemption Date so delayed, or that such notice may be rescinded at any time in the Issuer’s discretion if the Issuers determine that any or all of Article 3 such conditions will not be satisfied. For the avoidance of doubt, if any Redemption Date shall be delayed pursuant to this paragraph 5 or Section 3.07 of the Indenture do not prohibit and the Company or its affiliates terms of the applicable notice of redemption, such Redemption Date as so delayed may occur at any time after the original Redemption Date set forth in the applicable notice of redemption and after the satisfaction of any applicable conditions precedent including, without limitation, on a date that is less than 10 days after the original Redemption Date and/or more than 60 days after the date of the applicable notice of redemption. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. The Issuers, the Investors and their respective Affiliates may, at their discretion, at any time and from acquiring the time to time acquire Notes in market transactions by means other than a redemption, whether pursuant to a by tender offer offer, in the open market, negotiated transactions, or otherwise.

Appears in 2 contracts

Sources: Indenture (Change Healthcare Inc.), Indenture (Change Healthcare Inc.)

Optional Redemption. (a) At any time prior to February On or after April 15, 20242027, the Company may redeem all or a portion of the Notes at the following redemption prices (expressed as percentages of the principal amount), plus accrued and unpaid interest, if any, thereon, to the applicable redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on April 15 of the years indicated below: 2027 103.938 % 2028 101.969 % 2029 and thereafter 100.000 % (b) In addition, at any time and from time to time prior to April 15, 2027, the Company may use funds in an amount not exceeding the amount of the net cash proceeds of one or more occasions Equity Offerings to redeem up to 40an aggregate of 35% of the aggregate principal amount of Notes issued under the Notes, upon not less than 10 nor more than 60 days’ notice, Indenture (including the principal amount of any Additional Notes issued under the Indenture) at a redemption price equal to 103.750107.875% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights of Holders holders of the Notes record on the relevant record date dates to receive interest due on the relevant interest payment date; provided that: (i) at ). At least 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by on the Company, its Subsidiaries and parent entities) remains Issue Date must remain outstanding immediately after the occurrence of such redemption; and (ii) redemption and the Company must complete such redemption occurs within no later than 180 days of after the date of the closing of such equity offeringthe related Equity Offering. (bc) At The Notes may also be redeemed, in whole or in part, at any time or from time to time prior to February April 15, 2026, 2027 at the option of the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, the applicable redemption date of redemption, (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026). (d) On The Notes may also be redeemed, as a whole, following certain Change of Control Offers or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticeother tender offers, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued price and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this conditions set forth in Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 4.17 of the Indenture. (fe) The provisions Any notice of Article 3 redemption may, at the Company’s discretion, be subject to one or more conditions precedent specified in the notice of redemption, including but not limited to, completion of an Equity Offering or other corporate transaction or event. If such redemption is subject to the satisfaction of one or more conditions precedent, the notice of redemption shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the date of redemption may be delayed on one or more occasions until such time as all such conditions shall be satisfied or waived (including more than 60 days after the date on which such notice was sent), or such redemption may not occur and such notice may be rescinded (and the redemption of the Indenture do Notes rescinded and cancelled) in the event that any or all such conditions shall not prohibit have been satisfied or waived by the date of redemption, or by the date of redemption as so delayed. The Company will provide written notice of any delay of such date of redemption or its affiliates from acquiring the rescission of such notice of redemption (and rescission and cancellation of the redemption of the Notes) to the Trustee no later than the date of redemption or the date of redemption as so delayed. Upon receipt of such notice of the delay of such date of redemption or the rescission of such notice of redemption (and rescission and cancellation of the redemption of the Notes), such date of redemption shall be automatically delayed or such notice of redemption shall be automatically rescinded, as applicable, and the redemption of the Notes shall be automatically delayed or rescinded and cancelled, as applicable, as provided in market transactions by means other than such notice. Upon receipt of such notice, the Trustee will promptly mail or send a redemption, whether pursuant copy of any such notice to a tender offer or otherwisethe Holders of the Notes that were to have been redeemed in the same manner in which the notice of redemption was initially given.

Appears in 2 contracts

Sources: Indenture (Vital Energy, Inc.), Indenture (Vital Energy, Inc.)

Optional Redemption. (a) At any time prior to February October 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February January 15, 20262027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February January 15, 20262027. (d) On or after February January 15, 20262027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 2027 101.875 % 2027 2028 101.250 % 2028 2029 100.625 % 2029 2030 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 2 contracts

Sources: Indenture (Clearway Energy LLC), Indenture (Clearway Energy, Inc.)

Optional Redemption. (a) At any time prior to February 15, 2024Beginning on the Initial Redemption Date, the Company may on any one shall be entitled to redeem the Notes (which includes Additional Notes, if any) at its option, in whole or more occasions redeem up to 40% of the aggregate principal amount of the Notesin part, upon not less than 10 nor more than 60 days’ notice, at a the following redemption price equal prices (expressed as percentages of the principal amount thereof) (subject to 103.750the right of Holders of record on the relevant record date to receive interest due on the related interest payment date) if redeemed during the twelve-month period commencing on March 1 of the year set forth below: 2026 103.188 % 2027 101.594 % 2028 and thereafter 100.000 % In addition, prior to March 1, 2026, the Company shall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes redeemed(which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 106.375%, plus accrued and unpaid interest, if any, to to, but excluding, the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings (provided that if the Equity Offering is an offering by Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes by the Company is contributed to the equity capital of the Company); provided provided, however, that: : (i1) at least 5060% of the such aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Companywhich includes Additional Notes, its Subsidiaries and parent entitiesif any) remains outstanding immediately after the occurrence of each such redemptionredemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and and (ii2) the each such redemption occurs within 180 90 days of after the date of the closing related Equity Offering. Notice of such equity offering. (b) At any time redemption upon any Equity Offering may be given prior to February 15the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to March 1, 2026, the Company may on any one or more occasions shall be entitled at its option to redeem all or a part portion of the Notes, upon not less than 10 nor more than 60 days’ prior notice, Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the applicable redemption date of redemption, (subject to the rights right of Holders on the relevant record date to receive interest due on the relevant interest payment date. ). Notice of such redemption shall be sent to The Depository Trust Company (c) Except pursuant “DTC”), in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the preceding paragraphsextent permitted by applicable procedures and regulations, the Notes will not be redeemable at the Company’s option prior to February 15electronically), 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ days prior notice, at to the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, date. The Trustee shall have no responsibility with respect to the applicable date determination of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indentureprice. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (TransDigm Group INC)

Optional Redemption. (a) At any time prior to February September 15, 20242012, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the NotesNotes issued under this Indenture, upon not less than 10 30 nor more than 60 days’ notice, at a redemption price equal to 103.750114.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds from one or more Equity Offerings; provided that: (i1) at least 5065% of the aggregate principal amount of Initial Notes originally issued under this Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February September 15, 20262012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphssubsections (a) and (b) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to February September 15, 20262012. (d) On or after February September 15, 20262012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2012. 107.1250 % 2027 101.250 2013. 103.5625 % 2028 100.625 % 2029 2014 and thereafter 100.000 %% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Unisys Corp)

Optional Redemption. (a) At any time prior to February 15, 2024Except as set forth in subparagraphs (b) or (c) of this Paragraph 5, the Company may on any one or more occasions will not have the option to redeem up the Notes prior to 40% of November 15, 2016. Thereafter, the aggregate principal amount of Company will have the option to redeem the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest, if any, on the Notes to be redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February November 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2016 105.500 % 2027 101.250 2017 102.750 % 2028 100.625 % 2029 2018 and thereafter 100.000 % (eb) Any redemption pursuant to this Section 5 shall be made pursuant to Notwithstanding the provisions of Sections 3.01 through 3.06 subparagraph (a) of this Paragraph 5, at any time prior to November 15, 2015, the Company may on one or more occasions redeem Notes with all or a portion of the Indenturenet cash proceeds of one or more Equity Offerings at a redemption price equal to 111% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the applicable redemption date; provided that at least 65% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Affiliates) and that such redemption occurs within 90 days of the date of the closing of such Equity Offering. (fc) The provisions of Article 3 At any time or from time to time prior to November 15, 2016, the Company, at its option, may redeem the Notes, in whole or in part, at a price equal to 100% of the Indenture do not prohibit the Company or its affiliates from acquiring principal amount of the Notes redeemed plus the Applicable Premium, together with accrued and unpaid interest thereon, if any, to the redemption date. The Company may provide that payment of such redemption price may be made by, and performance of the obligations in market transactions by means other than a redemptionrespect of such redemption may be performed by, whether pursuant to a tender offer or otherwiseanother Person.

Appears in 1 contract

Sources: Indenture (Lbi Media Holdings Inc)

Optional Redemption. (a) At any time prior to February November 15, 2024, 2019 the Company Co-Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior noticenotice delivered electronically or mailed by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of the Notes to the address of such Holder appearing in the Note Register, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Amounts, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant date falling on or prior to the preceding paragraphsRedemption Date. On and after November 15, 2019, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company Co-Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 15 nor more than 60 days’ prior noticenotice delivered electronically or mailed by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of the Notes to the address of such Holder appearing in the Note Register at the redemption prices Redemption Prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest thereon and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or prior to the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on February November 15 of each of the years indicated below: Year Percentage 2019 106.656 % 2020 104.438 % 2021 102.219 % 2022 and thereafter 100.000 % In addition, prior to November 15, 2019, the Co-Issuers may on one or more occasions, at their option, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 108.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Amounts, if any, to, but excluding, the applicable Redemption Date, subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant date falling on or prior to the provisions Redemption Date, with the net cash proceeds of Sections 3.01 through 3.06 one or more Equity Offerings of Holdings or any direct or indirect parent of the Indenture. (f) The provisions of Article 3 Issuer to the extent such net cash proceeds are contributed to Holdings; provided that at least 50% of the aggregate principal amount of Notes originally issued under the Indenture do not prohibit remains outstanding immediately after the Company or its affiliates from acquiring occurrence of each such redemption; provided, further that each such redemption occurs within 180 days of the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwisedate of closing of each such Equity Offering.

Appears in 1 contract

Sources: Indenture (Telesat Holdings Inc.)

Optional Redemption. (a) At any time prior to February October 15, 20242020, the Company Issuers may at their option and on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to October 15, 2020, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 109.750% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest payment datethereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 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 Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to the preceding paragraphsclause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Company’s Issuers’ option prior to February October 15, 20262020. (de) On or and after February October 15, 20262020, the Company Issuers may at their option and on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticenotice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 of the years periods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %: (ef) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06. (fg) The provisions of Article 3 of In addition to any redemption pursuant to this Section 3.07, the Indenture do not prohibit the Company Issuers or its affiliates their Affiliates may at any time and from acquiring the time to time acquire Notes in market transactions by means other than a redemption, whether pursuant to a by tender offer offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be.

Appears in 1 contract

Sources: Indenture (Vine Energy Inc.)

Optional Redemption. (a) At any time prior to February On or after April 15, 20242027, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ noticemay, at a redemption price equal to 103.750% of the principal amount of the Notes redeemedits option, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, if any) upon not less than 10 ten (10) nor more than 60 sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date) if redeemed during the 12-month period beginning on April 15 of the years indicated below: Year Percentage 2026 101.875 % 2027 101.250 105.125 % 2028 100.625 102.563 % 2029 and thereafter 100.000 % (e) Any redemption pursuant % In addition, at any time prior to this Section 5 April 15, 2027, the Company shall be made pursuant entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (calculated by the Company and expressed as a percentage of principal amount) of 110.250%, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date (subject to the provisions rights of Sections 3.01 through 3.06 Holders of Notes on the Indenture. relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings; provided, however, that: (f1) The provisions at least 65% of Article 3 such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the Indenture do not prohibit occurrence of each such redemption (other than Notes held, directly or indirectly, by the Company or its affiliates from acquiring Subsidiaries); and (2) each such redemption occurs within ninety (90) days after the date of closing of the related Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to April 15, 2027, the Company shall be entitled at its option to redeem all or a portion of the Notes (which includes Additional Notes, if any) at a redemption price (calculated by the Company) equal to 100% of the principal amount of the Notes (which includes Additional Notes, if any), plus the Applicable Premium as of the applicable redemption date, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed prior to such date). Notice of such redemption shall be sent to DTC in market transactions the case of Global Notes, or mailed by means other first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than a redemption, whether pursuant ten (10) nor more than sixty (60) days prior to a tender offer or otherwisethe redemption date.

Appears in 1 contract

Sources: Indenture (Geo Group Inc)

Optional Redemption. (a) At any time prior to February October 15, 20242009, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes issued under this Indenture at a redemption price equal to 103.750of 110.75% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interestinterest and Additional Interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i1) at least 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 60 days of the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February October 15, 20262011, the Company may on any one or more occasions also redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the applicable date of redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding two paragraphs, the Notes will not be redeemable at the Company’s option prior to February October 15, 20262011. (d) On or after February October 15, 20262011, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, redeemed to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February October 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2011 105.375 % 2027 101.250 2012 103.583 % 2028 100.625 2013 101.792 % 2029 2014 and thereafter 100.000 %% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Georgia Gulf Corp /De/)

Optional Redemption. (a) At any time prior to February January 15, 20242021, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 15 nor more than 60 days’ notice, at a redemption price equal to 103.750105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offeringsequity offerings, subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 5065% of the aggregate principal amount of Notes originally issued under this the Supplemental Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February January 15, 20262023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February January 15, 20262023. (d) On or after February January 15, 20262023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February January 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2023 102.875 % 2024 101.917 % 2025 100.958 % 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) % Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Supplemental Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (NRG Energy, Inc.)

Optional Redemption. (a) At The Notes may be redeemed in whole or in part, at any time prior to February October 15, 20242014, at the option of the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if any, to the applicable redemption date of redemption, (subject to the rights right of Holders on the relevant record date to receive interest due on the relevant interest payment date). (cb) Except pursuant The Notes are subject to the preceding paragraphsredemption, the Notes will not be redeemable at the option of the Company’s option prior to February , in whole or in part, at any time on or after October 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes2014, upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices following Redemption Prices (expressed as percentages a percentage of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable date of redemption, redemption date) if redeemed during the twelve-month period beginning on February October 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2014 106.844 % 2027 101.250 2015 104.563 % 2028 100.625 % 2029 2016 and thereafter 100.000 % (ec) Any In addition to the optional redemption pursuant to this Section 5 shall be made pursuant to of the Notes in accordance with the provisions of Sections 3.01 through 3.06 the preceding paragraphs, prior to October 15, 2014, the Company may on one or more occasions, with the net cash proceeds of one or more Equity Offerings, redeem up to 35% of the Indenture. (f) The provisions of Article 3 aggregate principal amount of the Indenture do not prohibit outstanding Notes at a Redemption Price of 109.125% of the Company principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of redemption (provided that if the Equity Offering is an offering by Parent or any of its affiliates from acquiring direct or indirect parent companies, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes in market transactions is contributed to the equity capital of the Company); provided that at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by means other than a redemption, whether pursuant to a tender offer or otherwiseParent and its Affiliates) and that any such redemption occurs within 90 days following the closing of any such Equity Offering.

Appears in 1 contract

Sources: Indenture (Nuveen Investments Holdings, Inc.)

Optional Redemption. (a) At any time Except as set forth in clauses (b), (d) and (e) of this Section 5, in clauses (b), (d) and (e) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to February 15June 1, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering2019. (b) At any time prior to February 15June 1, 20262019, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticenotice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the Applicable Premium as ofof the Redemption Date, and plus (C) accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record on the relevant record date Record Date to receive interest due on the Notes on the relevant interest payment dateInterest Payment Date falling prior to or on the Redemption Date. (c) Except pursuant to the preceding paragraphsOn and after June 1, 2019, the Notes will not be redeemable Issuer may, at the Company’s its option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may and on any one or more occasions occasions, redeem all or a part of the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticenotice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on February 15 June 1 of each of the years indicated below: 2019 102.750% 2020 101.375% 2021 and thereafter 100.000% (d) Prior to June 1, 2019, the Issuer may, at its option, and on one or more occasions, redeem up to the aggregate principal amount of Notes equal to the amount of the net cash proceeds received by it from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of an Equity Offering at a redemption price equal to (i) 105.500% of the aggregate principal amount of the Notes redeemed, plus (ii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the rights right of Holders of record on the relevant record date Record Date to receive interest due on the Notes on the relevant interest payment date: Year Percentage 2026 101.875 Interest Payment Date falling prior to or on the Redemption Date; provided, that (A) the amount redeemed shall not exceed 40% 2027 101.250 of the aggregate principal amount of the Notes issued under the Indenture, (B) at least 50.0% 2028 100.625 % 2029 of (x) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and thereafter 100.000 %(y) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (C) each such redemption occurs within 180 days of the date of closing of each such Equity Offering. (e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 15 nor more than 60 days’ prior notice, given not 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 Redemption Date. (f) Any redemption pursuant to this Section paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. Notice of any redemption, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering or other transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. (fg) The provisions of Article 3 of Issuer, the Indenture do not prohibit the Company or its affiliates from acquiring Investors and their respective Affiliates may acquire the Notes in market transactions by means other than a redemptionredemption pursuant to this paragraph 5, whether pursuant to a by tender offer offer, open market purchases, negotiated transactions or otherwise.

Appears in 1 contract

Sources: Indenture (Performance Food Group Co)

Optional Redemption. (a) At any time prior to February 15August 1, 20242027, the Company may may, on any one or more occasions occasions, redeem the Notes, in whole or in part, upon notice pursuant to Section 3.03 at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus the Applicable Premium, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. (b) Prior to August 1, 2027, the Company may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of the NotesNotes issued under this Indenture, upon not less than 10 nor more than 60 days’ noticenotice pursuant to Section 3.03, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50106.25% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemedthereof, plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable date of redemptionredemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided that (1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture on the Issue Date (excluding any Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (2) such redemption occurs within 180 days after the date of closing of such Equity Offering. (c) Except pursuant to the preceding paragraphsOn and after August 1, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 20262027, the Company may may, on any one or more occasions occasions, redeem all or a part of the NotesNotes upon notice pursuant to Section 3.03 at the redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below: 2027 103.125% 2028 101.563% 2029 and thereafter 100.000% (d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a tender offer, Change of Control Offer or Alternate Offer and the Company (or a third party making the tender offer, Change of Control Offer or Alternate Offer in lieu of the Company as provided in Section 4.15(c)) purchases all of the Notes held by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the completion of such tender offer, Change of Control Offer or Alternate Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the redemption prices (expressed as percentages price offered in such tender offer, plus, to the extent not included in the Change of principal amount) set forth belowControl Payment or the price offered in such tender offer, plus accrued and unpaid interest, if any, on the Notes redeemedthat remain outstanding to, to but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, redemption (subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment redemption date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %). (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 of the Indenture3.06. (f) Any redemption notice in connection with this Section 3.07 may, at the Company’s discretion, be subject to one or more conditions precedent. If such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was sent), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the date of redemption, or by the date of redemption as so delayed. The provisions Company shall provide written notice to the Trustee no later than 10:00 a.m. Eastern Time (subject to DTC procedures) on the date of Article 3 redemption of the delay of such redemption or the rescission of such notice of redemption, and upon receipt the Trustee shall provide notice to each Holder of the Notes in the same manner in which the notice of redemption was given. (g) Nothing in this Indenture do not shall prohibit the Company or and its affiliates Affiliates from acquiring the Notes in market transactions by means other than by a redemption, whether including pursuant to a tender offer offers, open market purchases or otherwise.

Appears in 1 contract

Sources: Indenture (Permian Resources Corp)

Optional Redemption. Except as set forth below, the Company shall not be entitled to redeem the Notes. On or after December 15, 2025, the Company may on any one or more occasions redeem all or a part of the Notes at the Redemption Prices (aexpressed as percentages of principal amount of the Notes redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes to be redeemed to, but excluding, the applicable Redemption Date (subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below: 2025 104.375% 2026 102.188% 2027 and thereafter 100.000% At any time prior to February December 15, 20242025, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes at a redemption price equal to 103.750Redemption Price of 108.750% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest, if any, to to, but excluding, the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, Redemption Date (subject to the rights of Holders of the record of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount equal to all or a portion of the net cash proceeds of one or more Equity Offerings; provided that: that (i1) at least 5060% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company, its Subsidiaries and parent entitiesincluding any Additional Notes) remains outstanding immediately after the occurrence of such redemptionredemption (excluding Notes held by the Company and its Subsidiaries); and and (ii2) the redemption occurs within 180 120 days of the date of the closing of each such equity offering. (b) Equity Offering. At any time prior to February December 15, 20262025, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, Notes at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if anybut excluding, to the applicable date of redemptionRedemption Date, subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (LGI Homes, Inc.)

Optional Redemption. (a) Except as provided in this Section 3.07, the Notes will not be redeemable at the Company’s option prior to December 1, 2022. (b) At any time prior to February 15December 1, 20242020, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the NotesNotes issued under this Indenture, upon not less than 10 15 nor more than 60 days’ notice, at a redemption price equal to 103.750105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date, ) with an amount equal not to exceed the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders Offerings of the Notes on Company consummated after the relevant record date to receive interest due on the relevant interest payment dateIssue Date; provided that: (i1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all such Notes are otherwise repurchased or redeemed); and (ii2) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering. (bc) At any time prior to February 15December 1, 20262022, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 10 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, the applicable date of redemption, subject to the rights of Holders holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to . The Company shall notify the preceding paragraphsTrustee of the Applicable Premium promptly after the calculation, and the Notes will Trustee shall not be redeemable at the Company’s option prior to February 15, 2026responsible for such calculation. (d) On or after February 15December 1, 20262022, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February 15 December 1 of the years indicated below, subject to the rights of Holders : 2022 102.813% 2023 101.875% 2024 100.938% 2025 and thereafter 100.000% If an optional redemption date is on the relevant or after an interest record date to receive interest and on or before the relevant related interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 , the accrued and thereafter 100.000 %unpaid interest, if any, will be paid to the Person in whose name the Notes is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. The Company or any of its Restricted Subsidiaries may at any time and from time to time purchase Notes in the open market or otherwise. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Post Holdings, Inc.)

Optional Redemption. (a) At any time prior to February 15, 2024, the The Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, at its option, in whole at any time, or in part from time to time, on or after April 15, 2024 upon not less than 10 15 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the twelve-month period commencing on April 15 of the year set forth below, plus, in each case, 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 the relevant Interest Payment Date): 2024 102.563 % 2025 101.281 % 2026 and thereafter 100.000 % In addition, at any time, or from time to time, on or prior to April 15, 2024 the Company may, at its option, use all or any portion of the net cash proceeds of one or more Equity Offerings to redeem up to 40.0% of the aggregate principal amount of the Notes issued at a redemption price equal to 103.750105.125% of the principal amount of the Notes redeemed, thereof plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, Redemption Date (subject to the rights right of Holders of the Notes record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided that: (i) that at least 5060.0% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of any such redemption; and (ii) . In order to effect the foregoing redemption occurs within 180 days with the proceeds of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026Equity Offering, the Company shall make such redemption not more than 180 days after the consummation of any such Equity Offering. At any time, or from time to time, prior to April 15, 2024, the Notes may on any one also be redeemed in whole or more occasions redeem all or in part, at the Company’s option, at a part redemption price equal to 100.0% of the principal amount thereof plus the Applicable Premium as of, and accrued but 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 the relevant Interest Payment Date falling prior to or on the Redemption Date). Notwithstanding the foregoing, in connection with any tender for or other offer to purchase all of the Outstanding Notes, 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 or other offer and the Company, or any other Person making such a tender or other offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such tender or other offer and accordingly, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all (but not less than all) of the Notes that remain outstanding following such purchase at a redemption price equal to 100% of the principal amount of price offered to each other Holder in such tender offer plus, to the Notes redeemedextent not included in the tender or other offer payment, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to thereon, to, but excluding, the applicable date of redemption, Redemption Date (subject to the rights right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date. (c) Except pursuant Interest Payment Date falling prior to or on the preceding paragraphsRedemption Date). Any redemption of Notes may be made upon notice sent electronically or, the Notes will not be redeemable at the Company’s option prior option, mailed by first-class mail to February 15each Holder’s registered address in accordance with Section 1005, 2026. (d) On or after February 15and, 2026if applicable, the Company should notify the Trustee of such Redemption Date, and the principal amount of Notes to be redeemed in accordance with Section 1003. The Company may on provide in any redemption notice that payment of the redemption price and the performance of the Company’s obligations with respect to such redemption may be performed by another Person. Any redemption of Notes (including in connection with an Equity Offering) or notice thereof may, at the Company’s discretion, be subject to the satisfaction (or, waiver by the Company in its sole discretion) of one or more occasions redeem all conditions precedent, which may include consummation of any related Equity Offering or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the other corporate transaction. If such redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the rights of Holders on Company’s discretion, the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 Redemption Date may be delayed until such time as any or all such conditions shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. satisfied (f) The provisions of Article 3 of the Indenture do not prohibit or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been (or, in the Company’s sole determination, may not be) satisfied (or waived by the Company in its affiliates from acquiring sole discretion) by the Notes in market transactions Redemption Date, or by means other than a redemption, whether pursuant to a tender offer or otherwisethe Redemption Date so delayed.

Appears in 1 contract

Sources: Indenture (Tenneco Inc)

Optional Redemption. (a) Except as described below under clauses 5(b), 5(c), 5(d) and 5(e), the Issuers may not redeem the Notes. (b) At any time prior to February June 15, 20242018, the Company may Issuers may, at their option and on any one or more occasions occasions, 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, and accrued and unpaid interest to the date of redemption (a “Redemption Date”), subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) On and after June 15, 2018, the Issuers may, at their option and on one or more occasions, redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon to the applicable Redemption Date, subject to the right of Holders of record, on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve–month period beginning on June 15 of each of the years indicated below: 2018 104.063 % 2019 102.031 % 2020 and thereafter 100.000 % (d) In addition, (i) until June 15, 2019, the Issuers may, at their option and on one or more occasions, redeem in the aggregate up to 4015% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes issued by them at a redemption price equal to 103.750103.0% of the aggregate principal amount thereof, with an amount not to exceed the net cash proceeds received by it from one or more Equity Offerings or a contribution to the Company’s common equity capital made with an amount not to exceed the net cash proceeds of the Notes redeemedan Equity Offering, plus accrued and unpaid interest, if any, interest thereon to but excluding the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offeringsapplicable Redemption Date, subject to the rights right of Holders of the Notes of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date and/or (ii) until June 15, 2018, the Issuers may, at their option and on one or more occasions, redeem in the aggregate up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 108.125% of the aggregate principal amount thereof, with an amount not to exceed the net cash proceeds received by it from one or more Equity Offerings or a contribution to the Company’s common equity capital made with an amount not to exceed the net cash proceeds of an Equity Offering, plus accrued and unpaid interest payment datethereon to but excluding the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided provided, however, that: , in the case of each of clause (i) and (ii) above, at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding and any Additional Notes held by issued under this Indenture after the Company, its Subsidiaries and parent entities) Issue Date remains outstanding immediately after the occurrence of each such redemption; and (ii) the provided further, however, that each such redemption occurs within 180 days of the date of the closing of each such equity offeringEquity Offering. The Issuers may not use the same net proceeds as the basis for both a redemption under clause (i) above and a redemption under clause (ii) above, though, for the avoidance of doubt, the Issuers can allocate proceeds from the same Equity Offering to consummate redemptions under clauses (i) and (ii) above. (be) At Notwithstanding the foregoing, in connection with any time prior to February 15tender offer for the Notes (including any Change of Control Offer), 2026if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Company may on any one Issuers or more occasions redeem all or a part of such third party will have the Notes, right upon not less than 10 15 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% of the principal amount of price offered to each other Holder in such tender offer plus, to the Notes redeemedextent not included in the tender offer payment, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to thereon, to, but excluding, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateRedemption Date. (cf) Except pursuant Notice of any redemption, whether in connection with an Equity Offering, a financing, any other transaction or otherwise, may be given prior to the preceding paragraphscompletion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering, financing or other transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. The Issuers, the Investors and their respective Affiliates may acquire the Notes will not be redeemable at the Company’s option prior to February 15by means other than a redemption, 2026whether by tender offer, open market purchases, negotiated transactions or otherwise. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (eg) Any redemption pursuant to this Section paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (DJO Finance LLC)

Optional Redemption. (a) At any time prior to February March 15, 20242020, the Company Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the NotesNotes issued under the Indenture, upon not less than 10 30 nor more than 60 days’ noticenotice to the Holders (with a copy to the Trustee), at a redemption price equal to 103.750105.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, (subject to the rights of Holders of the Notes on the any relevant record date occurring prior to the applicable redemption date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount of cash equal to the net cash proceeds of an Equity Offering; provided that: (i) at least 5055% of the aggregate principal amount of Notes originally (including Additional Notes) issued under this the Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February March 15, 20262022, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice to the Holders (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the applicable date of redemption, redemption (subject to the rights of Holders on the any relevant record date occurring prior to the applicable redemption date to receive interest due on the relevant interest payment dateInterest Payment Date). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s Issuers’ option prior to February March 15, 20262022. (d) On or after February March 15, 20262022, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice to the Holders (with a copy to the Trustee), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February March 15 of the years indicated belowbelow (subject to the rights of Holders on any relevant record date occurring prior to the applicable redemption date to receive interest on the relevant Interest Payment Date): 2022 102.688 % 2023 101.792 % 2024 100.896 % 2025 and thereafter 100.000 % Notwithstanding the foregoing, in connection with any tender offer for the Notes (including in connection with a Change of Control Trigger Event or pursuant to an Offer to Purchase under Section 4.10 of the Indenture), if Holders of not less than 90% 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 shall have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Company) or purchase (with respect to a third party) all such Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest thereon, if any, to the date of redemption or purchase, as the case may be, subject to the rights right of Holders on the relevant record date to receive interest due on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant Interest Payment Date falling on or prior to the provisions date of Sections 3.01 through 3.06 redemption or purchase date, as the case may be. Unless the Company defaults in the payment of the Indenture. (f) The provisions of Article 3 redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. Any optional redemption or purchase of the Indenture do not prohibit Notes may be subject to one or more conditions precedent, at the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwiseCompany’s option.

Appears in 1 contract

Sources: Indenture (CyrusOne Inc.)

Optional Redemption. (a) At any time prior to February July 15, 20242023, upon not less than ten nor more than 60 days’ prior notice delivered or mailed to each Holder or otherwise given in accordance with the procedures of the Depositary, the Company may redeem all or part of the Notes at a redemption price equal to 100.0% of the aggregate principal amount thereof plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to, the applicable 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 falling on or prior to such redemption date). (b) At any time prior to July 15, 2023, the Company may on any one or more occasions redeem up to 40% of the aggregate original principal amount of Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) with the Notes, upon not less than 10 nor net cash proceeds of one or more than 60 days’ notice, Equity Offerings at a redemption price equal to 103.750of 106.500% of the aggregate principal amount of the Notes redeemedthereof, plus accrued and unpaid interest, if any, to the applicable redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights right of Holders of the Notes record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment an Interest Payment Date falling on or prior to such redemption date); provided that: (i1) at least 50% of the aggregate original principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entitiescalculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption; and (ii2) the such redemption occurs within 180 days of the date of after the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateEquity Offering. (c) Except pursuant to the preceding paragraphsclause (a) or (b) of this Section 3.01 or Section 4.14(f), the Notes will not be redeemable at the Company’s option prior to February July 15, 20262023. (d) On or and after February July 15, 20262023, the Company may on any one or more occasions may, at its option, redeem all or or, from time to time, a part of the Notes, Notes upon not less than 10 ten nor more than 60 days’ prior notice, at the following redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest on the Notes, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of redemptionHolders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date falling on or prior to such redemption date), if redeemed during the twelve-month period beginning on February July 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2023 103.250 % 2027 101.250 2024 101.625 % 2028 100.625 % 2029 2025 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 3.01 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the IndentureSection 3.03 hereof. (f) If the optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business, on such Regular Record Date. (g) Any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent. The provisions redemption date of Article 3 any redemption that is subject to the satisfaction of one or more conditions precedent may, at the Company’s discretion, be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its discretion), or such redemption may not occur and any notice with respect to such redemption may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the Indenture do redemption notice in such case). In addition, such notice of redemption may be extended, if such conditions shall not prohibit have been satisfied (or waived by the Company in its discretion) by providing notice to the Holders; provided, however, any such notice of extension of redemption date shall be delivered or its affiliates from acquiring mailed to each Holder or otherwise given in accordance with the Notes in market transactions by means other than a redemption, whether pursuant Applicable Procedures of the Depositary at least one Business Day prior to a tender offer or otherwisethe previously scheduled redemption date.

Appears in 1 contract

Sources: Indenture (Viasat Inc)

Optional Redemption. (a) At any time Except as set forth below, the Issuers will not be entitled to redeem the Notes prior to February 15April 1, 20242011. On and after April 1, 2011, the Company may on any one or more occasions Issuers are entitled to redeem up all or, from time to 40% time, a portion of the aggregate principal amount of the Notes, Notes upon not less than 10 30 nor more than 60 days’ notice, at a the redemption price equal to 103.750% prices (expressed in percentages of the then outstanding principal amount of on the Notes redeemedredemption date), plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights right of Holders holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% ), if redeemed during the 12-month period commencing on April 1 of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries years set forth below: 2011 108.250% 2012 104.125% 2013 and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior thereafter 100.000% Prior to February January 15, 20262011, the Company may Issuers are entitled on any one or more occasions to redeem all or a part of the Notes, upon Notes in an aggregate principal amount not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100exceed 35% of the originally issued aggregate principal amount of the Notes redeemedat a redemption price (expressed as a percentage of then outstanding principal amount on the redemption date) of 116.5%, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but excluding) the applicable redemption date of redemption, (subject to the rights right of Holders holders of record on the relevant record date to receive interest due on the relevant interest payment date.), with the net cash proceeds from one or more Equity Offerings by the Company or, after the occurrence of a Parent Rollup Transaction, the Parent (to the extent the net proceeds thereof are contributed to the equity capital of the Company (other than in the form of Disqualified Stock) or are used to purchase Capital Stock of the Company (other than Disqualified Stock)); provided, however, that (c1) Except pursuant at least 65% of the originally issued aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by the Issuers or its Affiliates); and (2) each such redemption occurs within 180 days after the closing of the related Equity Offering. At any time prior to the preceding paragraphsApril 1, 2011, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company Issuers may also redeem on any one or more occasions redeem all or a part portion of the Notes, Notes upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the redemption prices then outstanding principal amount of Notes redeemed plus the Applicable Premium (expressed calculated as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, a date no more than three Business Days prior to the applicable relevant redemption notice) as of the date of redemption. On and after any Redemption Date, if redeemed during money sufficient to pay the twelve-month period beginning redemption price of and accrued interest on February 15 Notes called for redemption shall have been made available in accordance with the terms of the years indicated belowIndenture, the Notes called for redemption will cease to accrue interest and the only right of the holders of such Notes will be to receive payment of the redemption price of and, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 terms of the Indenture, accrued and unpaid interest on such Notes to the redemption date. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Skyterra Communications Inc)

Optional Redemption. (a) At any time prior to On or after February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 151, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 2026 102.500 % 2027 101.667 % 2028 100.833 % 2029 and thereafter 100.000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (b) At any time prior to February 1, 2024, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 105.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the proceeds of one or more Equity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (c) At any time prior to February 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (cd) Except pursuant to At any time, in connection with any tender offer for the preceding paragraphsNotes, including a Change of Control Offer, if Holders of not less than 90% 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 will validly tendered and not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026withdrawn by such Holders, the Company may on any one or more occasions redeem all or a part of the Notesmay, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, redeem all Notes that remain outstanding following such purchase at a redemption price equal to the redemption prices (expressed as percentages of principal amount) set forth belowprice paid to each other Holder in such tender offer plus, plus to the extent not included in the tender offer payment, accrued and unpaid interest, if any, on thereon, to, but not excluding, the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, such redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture). (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

Optional Redemption. (a) At any time prior to February 15May 1, 20242009, the Company may may, at its option, on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes, upon not less than 10 nor more than 60 days’ noticeas the case may be), at a redemption price equal to 103.750108% of the aggregate principal amount of the Notes redeemedNotes, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders on the record date to receive interest due on the interest payment date, with an amount equal to the net cash proceeds of one or more Equity OfferingsOfferings (provided, subject that if the Equity Offering is an offering by any direct or indirect parent corporation of the Company, a portion of the net cash proceeds thereof equal to the rights of Holders amount required to redeem the Notes is contributed to the equity capital of the Notes on Company), or the relevant record date to receive interest due on the relevant interest payment dateNet Proceeds of one or more Designated Asset Sales; provided provided, however, that: (i1) at least 50% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entitiescalculated after giving effect to any issuance of Additional Notes) remains must remain outstanding immediately after the occurrence of each such redemptionredemption (excluding in such calculation, Notes held by the Company or any of its Affiliates); and (ii2) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering or Designated Asset Sale, as the case may be. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphsSection 3.07(a) or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to February 15May 1, 20262009; provided, however, the Company may acquire the Notes by means other than a redemption. (dc) On or after February 15May 1, 20262010, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to be redeemed to the applicable redemption date (subject to the right of redemptionHolders of record on the record date to receive interest due on the interest payment date), if redeemed during the twelve-month period beginning on February 15 May 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2010 104.000 % 2027 101.250 2011 102.000 % 2028 100.625 % 2029 2012 and thereafter 100.000 % (d) At any time prior to May 1, 2010, the Notes may be redeemed, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date (subject to the right of Holders of record on the record date to receive interest due on the interest payment date). (e) The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 and Section 3.04), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction has changed since the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Company may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Company is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another person organized or resident in the same jurisdiction) first makes a payment on the Notes. In the case of Additional Amounts required to be paid as a result of the Company conducting business in an Additional Taxing Jurisdiction, the Change in Tax Law must become effective after the date the Company begins to conduct the business giving rise to the withholding or deduction. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Company or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the mailing of any notice of redemption pursuant to the foregoing, the Company will deliver to each Trustee: (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred (including that such obligation to pay such Additional Amounts cannot be avoided by the Company or any Guarantor or surviving entity taking reasonable measures available to it); and (2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor ▇▇▇▇▇▇ becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture. (f) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Unless the Company defaults in the payment of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring redemption price, interest will cease to accrue on the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwiseportions thereof called for redemption on the applicable redemption date.

Appears in 1 contract

Sources: Indenture (Sensata Technologies Holland, B.V.)

Optional Redemption. (a) At any time prior to February March 15, 20242020, the Company Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the NotesNotes issued under the Indenture, upon not less than 10 30 nor more than 60 days’ noticenotice to the Holders (with a copy to the Trustee), at a redemption price equal to 103.750105.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interestinterest and Additional Interest, if any, to the date of redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, (subject to the rights of Holders of the Notes on the any relevant record date occurring prior to the applicable redemption date to receive interest due on the relevant interest payment dateInterest Payment Date), with an amount of cash equal to the net cash proceeds of an Equity Offering; provided that: (i) at least 5055% of the aggregate principal amount of Notes originally (including Additional Notes) issued under this the Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February March 15, 20262020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice to the Holders (with a copy to the Trustee), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest, if any, to the applicable date of redemption, redemption (subject to the rights of Holders on the any relevant record date occurring prior to the applicable redemption date to receive interest due on the relevant interest payment dateInterest Payment Date). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s Issuers’ option prior to February March 15, 20262020. (d) On or after February March 15, 20262020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice to the Holders (with a copy to the Trustee), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February March 15 of the years indicated belowbelow (subject to the rights of Holders on any relevant record date occurring prior to the applicable redemption date to receive interest on the relevant Interest Payment Date): 2020 102.500 % 2021 101.250 % 2022 and thereafter 100.000 % Notwithstanding the foregoing, in connection with any tender offer for the Notes (including in connection with a Change of Control Trigger Event or pursuant to an Offer to Purchase under Section 4.10 of the Indenture), if Holders of not less than 90% 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 shall have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Company) or purchase (with respect to a third party) all such Notes that remain outstanding following such purchase at a price equal to the price paid to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest thereon, if any, to the date of redemption or purchase, as the case may be, subject to the rights right of Holders on the relevant record date to receive interest due on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant Interest Payment Date falling on or prior to the provisions date of Sections 3.01 through 3.06 redemption or purchase date, as the case may be. Unless the Company defaults in the payment of the Indenture. (f) The provisions of Article 3 redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. Any optional redemption or purchase of the Indenture do not prohibit Notes may be subject to one or more conditions precedent, at the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwiseCompany’s option.

Appears in 1 contract

Sources: Indenture (CyrusOne Inc.)

Optional Redemption. (a) At any time prior to February On or after July 15, 20242025, the Company may Issuers shall have the option on any one or more occasions to redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, in whole or in part at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notestime, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium notice as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticeset forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of redemptionHolders on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on February July 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2025 104.875 % 2026 101.875 102.438 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (eb) Any redemption pursuant to this Section 5 shall be made pursuant to Notwithstanding the provisions of Sections 3.01 through 3.06 subparagraph (a) of this Paragraph 5, at any time prior to July 15, 2025, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 109.750% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date (subject to the right of Holders on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings; provided that (i) at least 60% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 180 days of the date of the closing of each such Equity Offering. (c) Prior to July 15, 2025, the Issuers may on any one or more occasions redeem all or part of the Notes, at a redemption price equal to the sum of (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following certain Change of Control Offers or Alternate Offers, at the redemption price and subject to the conditions set forth in Section 4.15 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Calumet Specialty Products Partners, L.P.)

Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February 15October 1, 20242015, at the option of the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed by first-class mail to each Holder’s registered address or sent in accordance with the procedures of DTC for Global Notes, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, the applicable date of redemption, Redemption Date (subject to the rights right of Holders holders of record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date). (cb) Except pursuant to the preceding paragraphsIn addition, the Notes will not may be redeemable redeemed, in whole or in part, at any time on or after October 1, 2015, at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, of the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, notice at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount 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 Notes redeemed, relevant regular record date to receive interest due on an Interest Payment Date that is on or prior to the applicable date of redemptionRedemption Date), if redeemed during the twelve12-month period beginning on February 15 October 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment dateindicated: Year Percentage 2026 101.875 2015 103.375 % 2027 101.250 2016 102.250 % 2028 100.625 2017 101.125 % 2029 2018 and thereafter 100.000 % (ec) In addition to the optional redemption provisions of the Notes described in clauses (a) and (b) of this Section 3.07, prior to October 1, 2013, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 106.750% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption Date; provided that at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (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. (d) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Fti Consulting Inc)

Optional Redemption. (a) At The Notes may be redeemed, ------------------- at the Company's option, in whole or in part, at any time or from time to time, on or after April 15, 2005 and prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notesmaturity, upon not less than 10 30 nor more than 60 days’ notice, at a redemption price equal ' prior notice mailed by first class mail to 103.750% of each Holder's last address as it appears in the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticeSecurity Register, at the redemption prices Redemption Prices (expressed as in percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the Notes redeemed, relevant Regular Record Date that is on or prior to the applicable date of redemptionRedemption Date to receive interest due on an Interest Payment Date), if redeemed during the twelve12-month period beginning commencing on February April 15 of the years indicated set forth below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 Redemption Price ---- ---------------- 2005 107.000% 2027 101.250 2006 104.667% 2028 100.625 2007 102.333% 2029 2008 and thereafter 100.000 100.000% (eb) Any In addition, upon not less than 30 nor more than 60 days' prior notice mailed by first class mail to each Holder's last address as it appears in the Security Register, at any time on or prior to April 15, 2003, the Company may redeem up to 35% of the principal amount of the Notes originally issued with the proceeds of one or more Public Equity offerings following which there is a Public Market, at the Company's option, at any time or from time to time in part, at a Redemption Price (expressed as a percentage of principal amount) of 114.00% plus accrued and unpaid interest, if any, to the Redemption Date; provided that (i) at least 65% of the aggregate principal amount of Notes remains outstanding after each such redemption pursuant to and (ii) the Company mails the notice of redemption required by this paragraph (b) of this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 within 60 days of the Indenturereceipt of the Public Equity Offering proceeds to be so applied. (fc) The provisions If as a result of Article 3 of any change in or amendment to any laws or regulations or official interpretations or applications thereof which is announced and becomes effective after the Indenture do not prohibit Issue Date, in making any payment due or to become due under the Notes or this Indenture, the Company or its affiliates from acquiring any Subsidiary Guarantor is or would be required on the next succeeding Interest Payment Date to pay any Additional Amounts and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company or any Subsidiary Guarantor (which shall not include any adverse modification of the terms of this Indenture or the Notes), the Notes may be redeemed at the option of the Company, in market transactions whole but not in part, upon not less than 30 nor more than 60 days' prior notice mailed by means other than first class mail to each Holder's last address as it appears in the Security Register, at any time prior to the second succeeding Interest Payment Date following such change or amendment at a redemptionRedemption Price equal to 100% of the principal amount thereof, whether pursuant plus accrued and unpaid interest, if any, thereon to a tender offer the Redemption Date; provided the Company or otherwiseany such Subsidiary Guarantor will also pay to Holders of the Notes on the Redemption Date any Additional Amounts which are then payable.

Appears in 1 contract

Sources: Indenture (Comple Tel Europe Nv)

Optional Redemption. (a) At any time prior to February 15May 1, 20242009, the Company may may, at its option, on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (calculated after giving effect to any issuance of Additional Notes, upon not less than 10 nor more than 60 days’ noticeas the case may be), at a redemption price equal to 103.750109% of the aggregate principal amount of the Notes redeemedNotes, plus accrued and unpaid interestinterest thereon and Additional Interest, if any, to the applicable redemption date, subject to the right of Holders on the record date to receive interest due on the interest payment date, with an amount equal to the net cash proceeds of one or more Equity OfferingsOfferings (provided, subject that if the Equity Offering is an offering by any direct or indirect parent corporation of the Company, a portion of the net cash proceeds thereof equal to the rights of Holders amount required to redeem any such Notes is contributed to the equity capital of the Notes on Company), or the relevant record date to receive interest due on the relevant interest payment dateNet Proceeds of one or more Designated Asset Sales; provided provided, however, that: (i1) at least 50% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entitiescalculated after giving effect to any issuance of Additional Notes) remains must remain outstanding immediately after the occurrence of each such redemptionredemption (excluding in such calculation, Notes held by the Company or any of its Affiliates); and (ii2) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering or Designated Asset Sale, as the case may be. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphsSection 3.07(a) or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to February 15May 1, 20262009; provided, however, the Company may acquire the Notes by means other than a redemption. (dc) On or after February 15May 1, 20262011, the Company may on any one or more occasions may, at its option, redeem all or a part of the Notes, Notes upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to be redeemed to the applicable redemption date (subject to the right of redemptionHolders of record on the record date to receive interest due on the interest payment date), if redeemed during the twelve-month period beginning on February 15 May 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2011 104.500 % 2027 101.250 2012 103.000 % 2028 100.625 2013 101.500 % 2029 2014 and thereafter 100.000 % (d) At any time prior to May 1, 2011, the Notes may be redeemed, in whole or in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of such Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to, the applicable redemption date (subject to the right of Holders of record on the record date to receive interest due on the interest payment date). (e) The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03 and Section 3.04), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Luxembourg Paying Agent located in another jurisdiction), as a result of: (1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or (2) any change in the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction has changed since the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Company may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Company is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another person organized or resident in the same jurisdiction) first makes a payment on the Notes. In the case of Additional Amounts required to be paid as a result of the Company conducting business in an Additional Taxing Jurisdiction, the Change in Tax Law must become effective after the date the Company begins to conduct the business giving rise to the withholding or deduction. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Company or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the mailing of any notice of redemption pursuant to the foregoing, the Company will deliver to each Trustee: (1) an Officers’ Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred (including that such obligation to pay such Additional Amounts cannot be avoided by the Company or any Guarantor or surviving entity taking reasonable measures available to it); and (2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture. (f) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Unless the Company defaults in the payment of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring redemption price, interest will cease to accrue on the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwiseportions thereof called for redemption on the applicable redemption date.

Appears in 1 contract

Sources: Indenture (Sensata Technologies Holland, B.V.)

Optional Redemption. (a) At The Company, at its option, may redeem the Fixed Rate Notes, in whole or in part, at any time prior to February 15on or after April 1, 20242012 at the redemption prices (expressed as percentages of principal amount), the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemedset forth below, plus accrued and unpaid interestinterest thereon, and Special Interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, Redemption Date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date; provided that:), if redeemed during the twelve month period beginning on April 1 of the years indicated below: Year Redemption Price 2012 103.563 % 2013 102.375 % 2014 101.188 % 2015 and thereafter 100.000 % (ib) In addition, at least 50any time and from time to time on or prior to April 1, 2010, the Company may, redeem in the aggregate up to 35% of the aggregate principal amount of the Fixed Rate Notes originally issued under this Indenture with the net cash proceeds from one or more Public Equity Offerings, at a redemption price in cash equal to 107.125% of the principal amount thereof, plus accrued and unpaid interest thereon, and Special Interest, if any, to the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 65% of the original aggregate principal amount of the Fixed Rate Notes must remain outstanding immediately after giving effect to each such redemption (excluding any Notes held by the Company, Company or any of its Subsidiaries and parent entities) remains outstanding immediately Affiliates). Notice of any such redemption must be given within 60 days after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offeringthe relevant Public Equity Offering. (bc) At any time prior to February 15April 1, 20262012, the Company may on any one also redeem, in whole or more occasions redeem all or a part of in part, the Fixed Rate Notes, upon not less than 10 nor more than 60 days’ prior noticenotice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders of Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026Interest Payment Date. (d) On or after February 15, 2026, In the Company may on any one or more occasions redeem event that less than all or a part of the NotesFixed Rate Notes are to be redeemed at any time pursuant to an optional redemption, upon not less than 10 nor more than 60 days’ prior notice, at selection of such Fixed Rate Notes for redemption will be made by the redemption prices (expressed as percentages Trustee in compliance with the requirements of the principal amount) set forth below, plus accrued and unpaid interestnational securities exchange, if any, on which the Fixed Rate Notes are listed or, if the Notes redeemedare not then listed on a national securities exchange, to on a pro rata basis, unless prohibited by stock exchange or other applicable rule or regulation, and if pro rata redemption is so prohibited, by lot or by such method as the applicable date Trustee shall deem fair and appropriate; provided, however, that no Fixed Rate Notes of redemption, if redeemed during the twelve-month period beginning on February 15 a principal amount of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 $2,000 or less shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indentureredeemed in part. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (General Cable Corp /De/)

Optional Redemption. Except as described below, the Notes are not redeemable at the option of the Company prior to maturity. (a) At any time prior to February 15On and after November 1, 20242015, the Company may on any one or more occasions redeem up all or, from time to 40% time, a part of the aggregate principal amount of the Notes, Notes upon not less than 10 30 nor more than 60 days’ notice, at the following Redemption Prices (expressed as a redemption price equal to 103.750% percentage of the principal amount of the Notes to be redeemed), plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, applicable Redemption Date (subject to the rights right of Holders of the Notes record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date; provided that:Interest Payment Date), if redeemed during the 12-month period beginning on November 1 of the years indicated below: 2015 103.375 % 2016 102.250 % 2017 101.125 % 2018 and thereafter 100.000 % (ib) Prior to November 1, 2013, the Company may, at least 50its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes originally (including Additional Notes) issued under this the Indenture upon not less than 30 nor more than 60 days’ notice with the Net Cash Proceeds of one or more Equity Offerings at a Redemption Price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date (excluding 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 that (1) at least 65% of the aggregate principal amount of the Notes held by (including Additional Notes) issued under the Company, its Subsidiaries and parent entities) Indenture remains outstanding immediately after the occurrence of each such redemption; and (ii2) the redemption occurs within 180 90 days of the date of after the closing of such equity offeringthe related Equity Offering. (bc) At Prior to November 1, 2015, the Notes may be redeemed, in whole or in part, at any time prior to February 15, 2026, at the option of the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed by first-class mail to each Holder of Notes at its registered address, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and plus accrued and unpaid interest, if any, to the applicable date of redemption, Redemption Date (subject to the rights right of Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date). (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Second Supplemental Indenture (Berry Petroleum Co)

Optional Redemption. (a) The provisions of Article 11 of the Base Indenture shall apply to the Notes; provided that the Redemption Price shall be determined in accordance with Section 2.2(b). (b) At any time and from time to time prior to February 15the Maturity Date, 2024, either the Company or the Parent Guarantor may on any one redeem the Notes in whole or more occasions redeem up in part, at its option, for cash, at a Redemption Price equal to 40the greater of (i) 100% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal Notes to 103.750% of the principal amount of the Notes redeemed, plus accrued be redeemed and unpaid interest, if any, to the redemption date, with (ii) an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders sum of the Notes present values of each of the remaining scheduled payments of principal of and interest on the relevant record date Notes to receive be redeemed (not including any portion of the payments of interest due accrued to, but not including, such Redemption Date), each discounted to such Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the relevant interest payment dateTreasury Rate plus 0.50%, or 50 basis points; provided that: plus, in the case of each of clause (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15), 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 principal amount of the years indicated belowNotes to be redeemed to, but not including, such Redemption Date (subject to the rights of Holders on the relevant record date Regular Record Date to receive interest due on any Interest Payment Date preceding such Redemption Date); provided, however, that in the event the Redemption Date for any Note falls on a day that is not a Business Day, then the related payments of principal and interest may be made on the relevant next succeeding date that is a Business Day (and no additional interest shall accumulate on the amount payable for the period from and after the Redemption Date for such Note unless both the Company and the Parent Guarantor default in the payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 of such interest); and thereafter 100.000 % (e) Any provided, further, that the principal amount of any Note remaining Outstanding after a redemption pursuant to this Section 5 in part shall be made pursuant to the provisions $2,000 or any integral multiple of Sections 3.01 through 3.06 of the Indenture$1,000 in excess thereof. (fc) The provisions Notice of Article 3 of the Indenture do not prohibit the Company any redemption may be subject to one or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwisemore conditions precedent.

Appears in 1 contract

Sources: First Supplemental Indenture (Third Point Reinsurance Ltd.)

Optional Redemption. (a) At any time prior to February April 15, 20242018, the Company may may, at its option, on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 105.375% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company from one or more Equity Offerings; provided that: (1) at least 50% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date (other than Notes or Additional Notes held by the Company or any of its Affiliates) remains outstanding immediately after the occurrence of each such redemption and (2) each such redemption occurs within 120 days of the date of closing of each such Equity Offering. (b) At any time prior to April 15, 2018, the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ noticenotice as described under Section 3.02, at a redemption price equal to 103.750100% of the principal amount of the Notes redeemedredeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to the redemption datedate (the “Redemption Date”), with an amount equal subject to the net cash proceeds right of one Holders of record on the relevant record date to receive interest due on the relevant interest payment date (c) At any time and from time to time on or prior to April 15, 2018, but not more Equity Offeringsthan once in any twelve-month period, the Company may redeem, in the aggregate, up to 10% of the original aggregate principal amount of the Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ prior notice, at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest to the applicable redemption date (subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering). (bd) At any time Except pursuant to the preceding paragraphs (a) through (c), the Notes will not be redeemable at the Company’s option prior to February April 15, 20262018. (e) On or after April 15, 2018, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice, notice as described under Section 3.02 at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February April 15 of each of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2018 104.031 % 2027 101.250 2019 102.688 % 2028 100.625 2020 101.344 % 2029 2021 and thereafter 100.000 % (ef) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Sabre Corp)

Optional Redemption. (a) At any time prior to February July 15, 20242022, the Company Issuer may on any one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (each date on which a redemption occurs, a “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after July 15, 2022, the Issuer may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated below: 2022 102.50 % 2023 101.25 % 2024 and thereafter 100.00 % (c) In addition, prior to July 15, 2022, the Issuer may, at its option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under the Notes, upon not less than 10 nor more than 60 days’ notice, Indenture (including any Additional Notes issued under the Indenture after the Issue Date) at a redemption price equal to 103.750105.00% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the redemption dateright of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity Offerings, subject Offerings (other than the Preferred Stock Issuance) of the Issuer or any direct or indirect parent company of the Issuer to the rights of Holders of extent such net cash proceeds are contributed to the Notes on the relevant record date to receive interest due on the relevant interest payment dateIssuer; provided that: that (i1) at least 5060% of the total of (A) the aggregate principal amount of Notes originally issued under this the Indenture on the Issue Date and (excluding B) the aggregate principal amount of any Additional Notes held by issued under the Company, its Subsidiaries and parent entities) Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and and (ii2) the each such redemption occurs within 180 days of the date of the closing of each such equity offeringEquity Offering. (bd) At In connection with any time prior to February 15tender offer for the Notes (including any Change of Control Offer or Asset Sale Offer), 2026if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company may on any one Issuer or more occasions redeem all or a part of such third party will have the Notes, right upon not less than 10 nor more than 60 days’ prior notice, 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 redemption price equal to 100% of the principal amount of price offered to each other Holder in such tender offer plus, to the Notes redeemedextent not included in the tender offer payment, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to thereon, to, but excluding, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateRedemption Date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. . Notice of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such notice may, at the Issuer’s discretion, be subject to one or more conditions precedent. If a redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date or purchase date may be delayed until such time (fincluding more than 60 days after the date the notice was sent) The provisions of Article 3 as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion) or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date or purchase date, or by the Redemption Date or purchase date as so delayed. In addition, the Issuer may provide in such notice that payment of the Indenture do not prohibit redemption price or purchase price and performance of the Company Issuers’ obligations with respect to such redemption or its affiliates from acquiring the Notes in market transactions purchase may be performed by means other than a redemption, whether pursuant to a tender offer or otherwiseanother Person.

Appears in 1 contract

Sources: Indenture (Catalent, Inc.)

Optional Redemption. (a) At any time prior to February May 15, 20242029, the Company Issuers may on any one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (each date on which a redemption occurs, a “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after May 15, 2029, the Issuers may on one or more occasions redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the applicable redemption price (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below: Year Percentage 2029 103.938 % 2030 102.625 % 2031 101.313 % 2032 and thereafter 100.000 % (c) In addition, prior to May 15, 2027, the Issuers may, at their option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under the Notes, upon not less than 10 nor more than 60 days’ notice, Indenture (including any Additional Notes issued under the Indenture after the Issue Date) at a redemption price equal to 103.750107.875% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the redemption dateright of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity OfferingsOfferings of the Issuers or any direct or indirect parent company of either of the Issuers after the Issue Date, subject to the rights of Holders of the Notes on the relevant record date extent such net cash proceeds are contributed to receive interest due on the relevant interest payment datesuch Issuer; provided that: that (i1) at least 5060% of the total of (A) the aggregate principal amount of Notes originally issued under this the Indenture on the Issue Date and (excluding B) the aggregate principal amount of any Additional Notes held by issued under the Company, its Subsidiaries and parent entities) Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and and (ii2) the each such redemption occurs within 180 days of the date of the closing of each such equity offeringEquity Offering. (bd) At In connection with any time prior to February 15tender offer for the Notes (including any Change of Control Offer or Asset Sale Offer), 2026if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company may on any one Issuers or more occasions redeem all or a part of such third party will have the Notes, right upon not less than 10 nor more than 60 days’ prior notice, 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 redemption price equal to 100% of the principal amount of price offered to each other Holder in such tender offer (excluding any early tender premium or consent payment) plus, to the Notes redeemedextent not included in the tender offer payment, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to thereon, to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of the Holders on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 paragraph 6 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. . Notice of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such notice may, unless otherwise provided in the Indenture, at the Issuers’ discretion, be subject to one or more conditions precedent. If a redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuers’ discretion, the Redemption Date or purchase date may be delayed until such time (fincluding more than 60 days after the date the notice was sent) The provisions of Article 3 as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion) or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date or purchase date, or by the Redemption Date or purchase date as so delayed. In addition, the Issuers may provide in such notice that payment of the Indenture do not prohibit redemption price or purchase price and performance of the Company Issuers’ obligations with respect to such redemption or its affiliates from acquiring the Notes in market transactions purchase may be performed by means other than a redemption, whether pursuant to a tender offer or otherwiseanother Person.

Appears in 1 contract

Sources: Indenture (Organon & Co.)

Optional Redemption. (a) At any time Except as set forth in subparagraphs (b), (c) and (d) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to February April 15, 2024, the Company may on any one 2026. On or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February April 15, 2026, the Company may on any one or more occasions Issuers shall have the option to redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, in whole or in part at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notestime, upon not less than 10 nor more than 60 days’ prior noticenotice as set forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, interest to the applicable redemption date (subject to the right of redemptionHolders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on February April 15 of the years indicated below: Year Percentage 2026 104.438 % 2027 102.219 % 2028 and thereafter 100.000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to April 15, 2026, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 108.875% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date (subject to the rights right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Eighteenth Supplemental Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to April 15, 2026, the Issuers may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the sum of (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant date that is on or prior to the provisions of Sections 3.01 through 3.06 of redemption date), plus (3) the IndentureMake-Whole Premium at the redemption date. (fd) The provisions Notes may also be redeemed, as a whole, following certain Change of Article 3 Control Offers, at the redemption price and subject to the conditions set forth in Section 4.15(h) of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwiseEighteenth Supplemental Indenture.

Appears in 1 contract

Sources: Eighteenth Supplemental Indenture (Genesis Energy Lp)

Optional Redemption. (a) At any time prior to February 151, 20242021, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the NotesNotes issued under this Indenture, upon not less than 10 nor more than 60 days’ noticenotice as provided in this Indenture, at a redemption price equal to 103.750105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to of cash not greater than the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i1) at least 5065% of the aggregate principal amount of Notes originally issued under this Indenture on the date of the Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 days of after the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February 151, 20262021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticenotice as provided in this Indenture, at a redemption price equal to to: (1) 100% of the principal amount of the Notes redeemed, plus plus (2) the Applicable Premium as ofof the redemption date, and plus accrued and unpaid interest, if any, to the applicable redemption date of redemption, (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). (c) The Company may redeem the Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) hereof. (d) Except pursuant to the preceding paragraphsSection 3.07(a), (b) or (c), the Notes will not be redeemable at the Company’s option prior to February 151, 20262021. (de) On or after February 151, 20262021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticenotice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February 15 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2021 104.219% 2027 101.250 2022 102.813% 2028 100.625 2023 101.406% 2029 2024 and thereafter 100.000 100.000% (ef) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Extraction Oil & Gas, Inc.)

Optional Redemption. (a) At any time prior to February 15August 1, 20242015, the Company may may, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of Notes issued under the Notes, upon not less than 10 nor more than 60 days’ notice, Indenture (including the principal amount of any Additional Notes issued under the Indenture) at a redemption price equal to 103.750109.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity OfferingsOfferings of the Company, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date; provided that (1) at least 50% of the aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries, but including any Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 90 days after the date of the closing of any such Equity Offering. (b) Except pursuant to the preceding paragraph and clause (e) below, the Notes will not be redeemable at the Company's option prior to August 1, 2015. (c) On or after August 1, 2015, the Company may, in one or more instances, redeem all or a part of the Notes upon not less than 30 nor more than 60 days' notice by the Company (except that redemption notices may be provided by the Company more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture), at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on August 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2015 104.875 % 2016 102.438 % 2017 and thereafter 100.000 % (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. (e) At any time prior to August 1, 2015, the Company may, in one or more instances, also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days' prior notice by the Company (except that redemption notices may be provided by the Company more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture), at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of the date of redemption, and accrued and unpaid interest, if any, to such redemption date (the “Make-Whole Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 Unless the Company defaults in the payment of the Indenture do not prohibit the Company or its affiliates from acquiring redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (g) The Company may provide in market transactions such notice that payment of the redemption price and the performance of the Company's obligations with respect to such redemption may be performed by means other than a redemption, whether pursuant to a tender offer or otherwiseanother Person.

Appears in 1 contract

Sources: Indenture (Harland Clarke Holdings Corp)

Optional Redemption. (a) At any time Except as set forth in the following paragraphs of this Section 5, the Notes shall not be redeemable at the option of the Company prior to February August 15, 20242028. On and after August 15, 2028, the Company may shall be entitled at its option on any one or more occasions to redeem up to 40% all or a portion of the aggregate principal amount of the Notes, Notes upon not less than 10 nor more than 60 days’ notice, at a the redemption price equal to 103.750% prices (expressed in percentages of the principal amount of on the Notes redeemedredemption date), plus accrued and unpaid interest, if any, to to, but excluding, the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date; provided that: ), if redeemed during the 12-month period commencing on August 15 of the years set forth below: 2028 102.875 % 2029 101.438 % 2030 and thereafter 100.000 % In addition, at any time after the Spin-Off Date and prior to August 15, 2028, the Company shall be entitled at its option on one or more occasions to redeem the Notes (iwhich includes Additional Notes, if any) at least 50in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price (excluding expressed as a percentage of principal amount) of 105.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the Net Cash Proceeds of one or more Qualified Equity Offerings consummated after the Spin-Off Date; provided, however, that (a) at least 55% of such aggregate principal amount of Notes held by the Company(which includes Additional Notes, its Subsidiaries and parent entitiesif any) remains outstanding immediately after the occurrence of each such redemptionredemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and and (iib) the each such redemption occurs within 180 days of after the date of the closing of such equity offering. (b) At any time related Qualified Equity Offering. After the Spin-Off Date and prior to February August 15, 20262028, the Company may on any one or more occasions shall be entitled at its option to redeem all or a part portion of the Notes, upon not less than 10 nor more than 60 days’ prior notice, Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if anybut excluding, to the applicable redemption date of redemption, (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to ). Notice of such redemption must be delivered electronically, in accordance with DTC procedures in the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part case of the Global Notes, upon or mailed by first class mail to each Holder’s registered address, not less than 10 nor more than 60 days’ days prior noticeto the redemption date. The Company may, at its option and at any time, redeem the redemption prices (expressed as percentages Notes at 101% of the principal amount) set forth belowamount thereof, plus accrued and unpaid interestinterest thereon, if any, on to, but excluding, the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date: Year Percentage 2026 101.875 ), following the consummation of a Change of Control if at least 90% 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) of the Notes outstanding prior to such date of purchase are purchased pursuant to a Change of Control Offer with respect to such Change of Control. Any redemption or notice of redemption may, at the Company’s option and discretion, be subject to one or more conditions precedent, including the consummation of an incurrence or issuance of debt or equity or a Change of Control or other corporate transaction. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion) or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) 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 redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. The Company may redeem the Notes pursuant to one or more of the relevant redemption provisions set forth in this Section 5, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions set forth in this Section 5 shall be made pursuant will have different redemption dates and, with respect to the provisions of Sections 3.01 through 3.06 of redemptions that occur on the Indenturesame date, may specify the order in which such redemptions are deemed to occur. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Qnity Electronics, Inc.)

Optional Redemption. (a) At any time Except as set forth in the following three paragraphs and in Section 3.09 of the Indenture, the Notes shall not be redeemable at the option of the Issuer prior to February 15, 20242019. Thereafter, the Company may on any one or more occasions redeem up to 40% Notes shall be redeemable at the option of the aggregate principal amount of the NotesIssuer, in whole at any time or in part from time to time, upon not less than 10 30 nor more than 60 days’ noticeprior notice mailed by first-class mail to each Holder’s registered address, at the following redemption prices (expressed as a redemption price equal to 103.750% percentage of the principal amount of the Notes redeemedamount), plus accrued and unpaid interest, if any, interest to but excluding the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights right of the Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% ), if redeemed during the 12-month period commencing on February 15 of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Companyyears set forth below: 2019 104.000 % 2020 102.000 % 2021 and thereafter 100.000 % In addition, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 20262019, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, at its option, in whole at any time or in part from time to time, upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to but excluding the applicable redemption date of redemption, (subject to the rights right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant ). Notwithstanding the foregoing, at any time and from time to the preceding paragraphs, the Notes will not be redeemable at the Company’s option time on or prior to February 15, 2026. (d) On or after February 15, 20262019, the Company Issuer may on redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more occasions redeem all Equity Offerings by the Issuer or a part by any Parent of the Issuer, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, or from the cash contribution of equity capital to the Issuer, at a redemption price equal to 108.000% of the principal amount thereof, plus accrued and unpaid interest to but excluding the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering or cash contribution of equity capital to the Issuer is consummated upon not less than 30 nor more than 60 days’ notice mailed to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Issuer, or any third party making a Change of Control Offer in lieu of the Issuer as described in Section 4.08(e) of the Indenture, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right, upon not less than 10 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the redemption prices (expressed as percentages of principal amount) set forth below, amount thereof plus accrued and unpaid interest, if any, on interest to but excluding the Notes redeemed, to the applicable date of redemption. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof. In addition, if redeemed during any redemption described in this paragraph or notice thereof, may, at the twelve-month period beginning on February 15 of the years indicated belowIssuer’s discretion, be subject to the rights one or more conditions precedent, including, but not limited to, completion of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indentureany related Equity Offering. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Intelsat S.A.)

Optional Redemption. (a) At any time prior Prior to February March 15, 20242020, the Company may on may, at any one or more occasions redeem time and from time to time, redeem, in the aggregate up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 nor Notes originally issued under this Indenture with the net cash proceeds of one or more than 60 days’ notice, Equity Offerings by the Company at a redemption price equal to 103.750% (expressed as a percentage of the principal amount thereof) of the Notes redeemed107.000%, plus accrued and unpaid interest, if any, to to, but excluding, the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, Redemption Date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date); provided provided, however, that: (i) at least 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering or contribution. (b) At any time prior Prior to February March 15, 20262022, the Company may on may, at any one or more occasions time and from time to time, also redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100the sum of (i) 100.000% of the principal amount of the Notes redeemed, plus redeemed and (ii) the Applicable Premium as ofPremium, and accrued and unpaid interestinterest to, if anybut excluding, to the applicable date of redemptionRedemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026[Intentionally omitted]. (d) On or after February March 15, 20262022, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, Notes at the redemption prices (expressed as percentages in percentage of principal amount) set forth below, below plus accrued and unpaid interest, if any, interest on the Notes redeemed, to to, but excluding, the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on February 15 of the years indicated each date, set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 March 15, 2022 103.500% 2027 101.250 March 15, 2023 102.333% 2028 100.625 March 15, 2024 101.167% 2029 and thereafter 100.000 March 15, 2025 100.000% (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to this Section 5 5.07 shall be made pursuant to the provisions of Sections 3.01 5.01 through 3.06 of the Indenture5.06. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Cleveland-Cliffs Inc.)

Optional Redemption. (a) At any time prior to February July 15, 20242028, the Company may at its option and on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, notice as described under Section 3.03 hereof at a redemption price (as calculated by the Company) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. (b) At any time prior to July 15, 2028, the Company may, at its option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 108.375% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest payment datethereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 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 Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to the preceding paragraphsclause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to February July 15, 20262028. (de) On or and after February July 15, 20262028, the Company may at its option and on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticenotice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the twelve-month period beginning on February July 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %: (ef) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06. (fg) The provisions of Article 3 of the Indenture do not prohibit In addition to any redemption pursuant to this Section 3.07, the Company or its affiliates Affiliates may at any time and from acquiring the time to time acquire Notes in market transactions by means other than a redemption, whether pursuant to a by tender offer offer, in the open market, negotiated transaction or otherwise. (h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Company’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be.

Appears in 1 contract

Sources: Indenture (Crescent Energy Co)

Optional Redemption. (a) At any time prior to February 15, 20242023, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the NotesNotes issued under this Indenture, upon not less than 10 30 nor more than 60 days’ notice, at a redemption price equal to 103.750104.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds of one or more Equity Offerings; provided that: (i1) at least 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February 15, 20262023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) The Company may redeem up to 10% of the aggregate principal amount of Notes issued under this Indenture during each 12-month period following February 15, 2020, that occurs prior to February 15, 2023, at a redemption price of 103% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). (d) At any time, in connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% 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 may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price paid 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 not excluding, the date of such redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date). (e) Except pursuant to the preceding paragraphsparagraphs (a), (b), (c) and (d) of this Section 3.07, the Notes will not be redeemable at the Company’s option prior to February 15, 20262023. The Company is not prohibited, however, from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise. (df) On or after February 15, 20262023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2023 102.250 % 2024 101.500 % 2025 100.750 % 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (eg) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

Optional Redemption. (a) At any time prior to February 15, 2024, Except as set forth in the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphsfollowing paragraph, the Notes will shall not be redeemable at the Company’s option of the Company prior to February July 15, 2026. (d) On or after February 15, 20262007. Thereafter, the Company may on any one or more occasions redeem all or a part Notes shall be redeemable at the option of the NotesCompany, upon in whole or in part, on not less than 10 30 nor more than 60 days’ days prior notice, at the following redemption prices (expressed as percentages of principal amount) set forth below), plus accrued and unpaid interestinterest and Additional Interest thereon, if any, on to, but not including, the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date), if redeemed during the 12-month period commencing on July 15 of the years set forth below: Year Percentage 2026 101.875 REDEMPTION YEAR PRICE ------------------------------------------------------------------ 2007 105.375% 2027 101.250 2008 103.583% 2028 100.625 2009 101.792% 2029 2010 and thereafter 100.000 % 100.000% In addition, prior to July 15, 2005, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Notes (ecalculated giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings (i) by the Company or (ii) by Holding to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from the Company, at a redemption price equal to 110.75% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest thereon, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest and Additional Interest, if any, due on the relevant interest payment date); PROVIDED, HOWEVER, that after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Notes (calculated giving effect to any issuance of Additional Notes) remains outstanding. Any such redemption pursuant to this Section 5 by the Company shall be made pursuant to within 60 days of such Equity Offering upon and otherwise in accordance with the provisions of Sections 3.01 through 3.06 of procedures set forth in the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Berry Plastics Corp)

Optional Redemption. (a) At any time prior to February 15October 1, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2028 Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one in whole or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notesin part, upon not less than 10 nor more than 60 days’ prior noticenotice as described in Sections 3.01 through 3.06, at a redemption price equal to 100% of the principal amount of the 2028 Notes redeemedredeemed plus the 2028 Notes Applicable Premium, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record of the 2028 Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (cb) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option At any time prior to February 15, 2026. (d) On or after February 15October 1, 2026, the Company may on any one or more occasions redeem all the 2031 Notes, in whole or in part, upon notice as described in Sections 3.01 through 3 .06, at a part redemption price equal to 100% of the principal amount of the 2031 Notes redeemed plus the 2031 Notes Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record of the 2031 Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (c) On and after October 1, 2024, the Company may on one or more occasions redeem the 2028 Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticenotice as described in Sections 3.01 through 3 .06, at the applicable redemption prices price (expressed as percentages of principal amountamount of the 2028 Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the 2028 Notes on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 October 1 of each of the years indicated below: 2024 101.688 % 2025 100.844 % 2026 and thereafter 100.000 % (d) On and after October 1, 2026, the Company may on one or more occasions redeem the 2031 Notes, in whole or in part, upon notice as described in Sections 3.01 through 3.06, at the applicable redemption price (expressed as percentages of principal amount of the 2031 Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the rights right of Holders of record of the 2031 Notes on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated below: Year Percentage 2026 101.875 101.813 % 2027 101.250 100.906 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Prior to October 1, 2024, the Company may, at its option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2028 Notes issued under this Indenture (including any Additional 2028 Notes issued after the Issue Date) at a redemption price equal to 103.375% of the aggregate principal amount of the 2028 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the 2028 Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent company of the Company after the Issue Date, to the extent such net cash proceeds are contributed to the Company; provided that (1) at least 50% of the total of (a) the aggregate principal amount of the 2028 Notes originally issued under this Indenture on the Issue Date and (b) the aggregate principal amount of any Additional 2028 Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (2) each such redemption occurs within 90 days of the date of closing of each such Equity Offering. (f) Prior to October 1, 2024, the Company may, at its option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2031 Notes issued under this Indenture (including any Additional 2031 Notes issued after the Issue Date) at a redemption price equal to 103.625% of the aggregate principal amount of the 2031 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the 2031 Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity Offerings of the Company or any direct or indirect parent company of the Company after the Issue Date, to the extent such net cash proceeds are contributed to the Company; provided that (1) at least 50% of the total of (a) the aggregate principal amount of the 2031 Notes originally issued under this Indenture on the Issue Date and (b) the aggregate principal amount of any Additional 2031 Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (2) each such redemption occurs within 90 days of the date of closing of each such Equity Offering. (g) Notwithstanding the foregoing, in connection with any tender offer for a series of Notes (including, without limitation, any Offer to Purchase), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes of such series 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 of such series 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 the Holders of the Notes of such series and the Trustee to redeem all Notes of such series 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, subject to the right of Holders of record of the Notes of the applicable series on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (h) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06. (fi) Any redemption or notice, may, at the Company’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. The provisions of Article 3 Company shall provide written notice to the Holders of the Indenture do not prohibit relevant series of Notes (with a copy to the Company Trustee) prior to the close of business one Business Day prior to the Redemption Date if any such redemption has been rescinded or its affiliates from acquiring delayed. At the Notes Company’s written request given at least three (3) Business Days before such notice is to be sent (or such shorter time as shall be acceptable to the Trustee), the Trustee shall give such notice in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwisethe Company’s name and at the Company’s expense.

Appears in 1 contract

Sources: Indenture (Coinbase Global, Inc.)

Optional Redemption. (a) At any time prior to February August 15, 20242013, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the NotesNotes issued under this Indenture, upon not less than 10 30 nor more than 60 days’ notice, at a redemption price equal to 103.750108% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to Offerings by the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateCompany; provided that: (i1) at least 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February August 15, 20262015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) In addition, at any time and from time to time prior to August 15, 2015, but not more than once in any twelve-month period, the Company may redeem, in the aggregate, up to 10% of the original aggregate principal amount of Notes issued under this Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (d) Except pursuant to the preceding paragraphsparagraphs (a), (b) and (c) of this Section 3.02, the Notes will not be redeemable at the Company’s option prior to February August 15, 20262015. (de) On or after February August 15, 20262015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February August 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2015 104.000% 2027 101.250 2016 102.667% 2028 100.625 2017 101.333% 2029 2018 and thereafter 100.000 %100.000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (ef) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Calpine Corp)

Optional Redemption. (a) Except as provided in this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to August 15, 2021. (b) At any time prior to February August 15, 20242021, the Company Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of the NotesNotes issued under this Indenture, upon not less than 10 15 nor more than 60 days’ notice, at a redemption price equal to 103.750107.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date, ) with an amount equal not to exceed the net cash proceeds of one or more Equity Offerings, subject to Offerings consummated after the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateIssue Date; provided that: (i1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemptionredemption (unless all such Notes are otherwise repurchased or redeemed); and (ii2) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering. (bc) At any time prior to February August 15, 20262021, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 10 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to . The Issuers shall notify the preceding paragraphsTrustee of the Applicable Premium promptly after the calculation, and the Notes will Trustee shall not be redeemable at the Company’s option prior to February 15, 2026responsible for such calculation. (d) On or after February August 15, 20262021, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February August 15 of the years indicated below: Year Percentage 2021 103.625 % 2022 101.813 % 2023 and thereafter 100.000 % In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers) purchases all of the Notes held by such Holders, the Issuers will have the right, given not more than 30 days following the purchase pursuant to the Change of Control Offer described below, to redeem all of the Notes that remain outstanding following such purchase at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the repurchase date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 ). If an optional redemption date is on or after an interest record date and thereafter 100.000 %on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Notes is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuers. The Company or any of its Restricted Subsidiaries may at any time and from time to time purchase Notes in the open market or otherwise. Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Herbalife Nutrition Ltd.)

Optional Redemption. (a) At any time prior to February May 15, 20242019, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 15 nor more than 60 days’ notice, at a redemption price equal to 103.750107.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 5065% of the aggregate principal amount of Notes originally issued under this the Supplemental Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 90 days of the date of the closing of such equity offering. (b) At any time prior to February May 15, 20262021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February May 15, 20262021. (d) On or after February May 15, 20262021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February May 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2021 103.625 % 2027 101.250 2022 102.417 % 2028 100.625 2023 101.208 % 2029 A-3 2024 and thereafter 100.000 % (e) % Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Supplemental Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Supplemental Indenture (NRG Energy, Inc.)

Optional Redemption. (a) At any time prior to February November 15, 20242022, the Company may redeem the Notes, in whole or in part, upon notice as described under Section 3.03, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding the Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. (b) On and after November 15, 2022, the Company may redeem the Notes, in whole or in part, upon notice as described under Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on November 15 of each of the years indicated below: 2022 102.313 % 2023 101.156 % 2024 and thereafter 100.000 % (c) In addition, at any time prior to November 15, 2022, the Company may, at its option, upon notice as described under Section 3.03, on one or more occasions occasions, redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes issued under this Indenture at a redemption price equal to 103.750104.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with be redeemed not to exceed an amount equal to the aggregate net cash proceeds of one or more Equity Offerings, subject Offerings to the rights of Holders of extent such net cash proceeds are received by or contributed to the Notes on the relevant record date to receive interest due on the relevant interest payment dateCompany; provided that: that (ia) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding on the Issue Date and any Additional Notes held by issued under this Indenture after the Company, its Subsidiaries and parent entities) Issue Date remains outstanding immediately after the occurrence of each such redemption; and redemption and (iib) the that each such redemption occurs within 180 days of the date of the closing of each such equity offeringEquity Offering. (bd) At Notwithstanding the foregoing, in connection with any time prior to February 15Change of Control Offer, 2026any Asset Sale Offer or other tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such Change of Control Offer, Asset Sale Offer or other tender offer and the Company, or any third party making such Change of Control Offer, Asset Sale Offer or other tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company may on any one or more occasions redeem all or a part of such third party shall have the Notes, right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% the price offered to each other Holder in such Change of Control Offer, Asset Sale Offer or other tender offer plus, to the principal amount extent not included in the Change of the Notes redeemedControl Offer, plus the Applicable Premium as ofAsset Sale Offer or other tender offer payment, and accrued and unpaid interest, if any, to thereon, to, but excluding, the applicable date of redemptionRedemption Date or purchase date, subject to the rights right of Holders of record on the relevant record date to receive interest due on the relevant interest payment Interest Payment Date falling on or prior to the applicable Redemption Date or purchase date. (ce) Except pursuant to the preceding paragraphsNotice of any redemption, the Notes will not be redeemable whether in connection with an Equity Offering, Change of Control, Asset Sale or other transaction or event or otherwise, may, at the Company’s option discretion, be given prior to February 15the completion or occurrence thereof and be subject to one or more conditions precedent, 2026. including, but not limited to, completion or occurrence of the related Equity Offering, Change of Control, Asset Sale or other transaction or event, as the case may be. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time (dwhich may be more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) On as any or after February 15all such conditions shall be satisfied (or waived by the Company in its sole discretion), 2026or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived, in the Company’s sole discretion) by the Redemption Date, or by the Redemption Date so delayed, or that such notice may be rescinded at any time in the Company’s discretion if the Company determines that any or all of such conditions will not be satisfied. In addition, the Company may on any one or more occasions redeem all or a part provide in such notice that payment of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued price and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 performance of the years indicated below, subject Company’s obligations with respect to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %such redemption may be performed by another Person. (ef) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture3.06. (fg) The provisions of Article 3 of the Indenture do not prohibit the Company or and its affiliates Affiliates may at any time and from acquiring the time to time purchase Notes in the open market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (LPL Financial Holdings Inc.)

Optional Redemption. (a) At any time prior to February 15, 2024Beginning on the Initial Redemption Date, the Company may on any one shall be entitled to redeem the Notes (which includes Additional Notes, if any) at its option, in whole or more occasions redeem up to 40% of the aggregate principal amount of the Notesin part, upon not less than 10 nor more than 60 days’ notice, at a the following redemption price equal prices (expressed as percentages of the principal amount thereof) (subject to 103.750the right of Holders of record on the relevant record date to receive interest due on the related interest payment date) if redeemed during the twelve-month period commencing on August 31 of the year set forth below: 2028 103.125 % 2029 101.563 % 2030 and thereafter 100.000 % In addition, prior to August 31, 2028, the Company shall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the Notes redeemed(which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 106.250%, plus accrued and unpaid interest, if any, to to, but excluding, the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date), with an amount not to exceed the net cash proceeds from one or more Equity Offerings (provided that if the Equity Offering is an offering by Holdings, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes by the Company is contributed to the equity capital of the Company); provided provided, however, that: : (i1) at least 5060% of the such aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Companywhich includes Additional Notes, its Subsidiaries and parent entitiesif any) remains outstanding immediately after the occurrence of each such redemptionredemption (other than Notes held, directly or indirectly, by the Company or its Affiliates); and and (ii2) the each such redemption occurs within 180 90 days of after the date of the closing related Equity Offering. Notice of such equity offering. (b) At any time redemption upon any Equity Offering may be given prior to February 15the completion thereof, 2026and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to August 31, 2028, the Company may on any one or more occasions shall be entitled at its option to redeem all or a part portion of the Notes, upon not less than 10 nor more than 60 days’ prior notice, Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the applicable redemption date of redemption, (subject to the rights right of Holders on the relevant record date to receive interest due on the relevant interest payment date. ). Notice of such redemption shall be sent to The Depository Trust Company (c) Except pursuant “DTC”), in the case of Global Notes, or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the preceding paragraphsextent permitted by applicable procedures and regulations, the Notes will not be redeemable at the Company’s option prior to February 15electronically), 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ days prior notice, at to the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, date. The Trustee shall have no responsibility with respect to the applicable date determination of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indentureprice or Applicable Premium. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (TransDigm Group INC)

Optional Redemption. (a) At any time prior to February 15August 1, 20242021, the Company Issuers may at their option on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticenotice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Company) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to August 1, 2021, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 106.00% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest payment datethereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 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 Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the preceding paragraphsIndenture, the Notes will not be redeemable at the Company’s Issuers’ option prior to February 15August 1, 20262021. (de) On or and after February 15August 1, 20262021, the Company Issuers may at their option redeem the Notes, in whole or in part, on any one or more occasions redeem all or a part occasions, upon notice in accordance with Section 3.03 of the Notes, upon not less than 10 nor more than 60 days’ prior noticeIndenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 August 1 in each of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2021 103.00 % 2027 101.250 2022 102.00 % 2028 100.625 2023 101.00 % 2029 2024 and thereafter 100.000 100.00 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Magnolia Oil & Gas Corp)

Optional Redemption. (a) At any time prior to February June 15, 20242014, the Company may Issuer may, at its option, on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under the Indenture (calculated after giving effect to the issuance of Additional Notes), upon not less than 10 30 nor more than 60 days’ notice, at a redemption price equal to 103.750% 106.750]% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date) with an amount of cash equal to the net cash proceeds of an Equity Offering by Solera; provided that: (iA) at least 5065% of the aggregate principal amount of Notes originally issued under this the Indenture (calculated after giving effect to the issuance of Additional Notes and excluding Notes held by the Company, Solera and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (iiB) the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February June 15, 20262014, the Company Notes may on any one be redeemed, in whole or more occasions redeem all or a part in part, at the option of the NotesIssuer, upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to the two preceding paragraphs, the Notes will not be redeemable at the CompanyIssuer’s option prior to February June 15, 20262014. (d) On or after February June 15, 20262014, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, at its option, upon not less than 10 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February June 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date: Year Percentage 2026 101.875 2014 103.375 % 2027 101.250 2015 101.688 % 2028 100.625 % 2029 2016 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to % Unless the provisions of Sections 3.01 through 3.06 Issuer defaults in the payment of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring redemption price, interest will cease to accrue on the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwiseportions thereof called for redemption on the applicable redemption date.

Appears in 1 contract

Sources: Indenture (Solera Holdings, Inc)

Optional Redemption. (a) Except pursuant to Section 3.07(b), (c), or (d), Section 3.10 or Section 4.14(e) hereof, the Notes will not be redeemable at the Company’s option. (b) At any time prior to February 15June 1, 20242023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, Notes issued hereunder at a redemption price equal to 103.750106.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to to, but not including, the date of redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided that: (i1) at least 5060% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this Indenture hereunder (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 days of the date of the closing of such equity offeringEquity Offering. (bc) At any time prior to February 15June 1, 20262023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but not including, the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15June 1, 20262023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on to, but not including, the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 June 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date: Year Percentage 2026 101.875 2023 103.188% 2027 101.250 2024 101.594% 2028 100.625 % 2029 2025 and thereafter 100.000 100.000% (e) Unless the Company defaults in the payment of the redemption price, or the redemption is subject to satisfaction of one or more conditions precedent and such conditions precedent are not satisfied, the Notes will become due and payable and interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 5 3.07 or Section 4.14(e) shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Oasis Petroleum Inc.)

Optional Redemption. (a) At any time Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuers shall not have the option to redeem the Notes prior to February 15March 1, 20242011. On or after March 1, 2011, the Company may on any one or more occasions Issuers shall have the option to redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, in whole or in part at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notestime, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium notice as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticeset forth in Paragraph 8, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of redemptionHolders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on February 15 March 1 of the years indicated below: YEAR PERCENTAGE 2011 104.0625 % 2012 102.7083 % 2013 101.3542 % 2014 and thereafter 100.0000 % (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to March 1, 2009, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture at a redemption price of 108.125% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the redemption date (subject to the rights right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of one or more Equity Offerings by the Company; provided that (i) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries) and (ii) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to March 1, 2011, the Issuers may redeem all or part of the notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to the sum of (1) the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant date that is on or prior to the provisions of Sections 3.01 through 3.06 of redemption date), plus (3) the IndentureMake Whole Premium at the redemption date. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Copano Energy, L.L.C.)

Optional Redemption. (a) At any time prior to February December 15, 20242013, the Company may may, at its option, on any one or more occasions occasions, redeem up to 4035% of the original aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes, upon not less than 10 nor more than 60 days’ notice, ) at a redemption price equal to 103.750109.000% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interestinterest and Additional Interest thereon, if any, to but excluding the applicable date of redemption (the “Redemption Date”), subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with an amount equal to the net cash proceeds of one or more Equity OfferingsOfferings of the Company or any direct or indirect parent of the Company to the extent such net cash proceeds are received by or contributed to the Company; provided that: (1) at least 65% of the original aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (2) each such redemption occurs within 90 days of the date of closing of each such Equity Offering. (b) At any time and from time to time prior to December 15, 2013, the Company may redeem, in the aggregate, up to 10% of the original aggregate principal amount of Notes issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) during each 12-month period commencing with the Issue Date at a redemption price of 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) At any time prior to December 15, 2013, the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice (or, if such redemption is accompanied by the satisfaction and discharge of the Notes and this Indenture, upon not less than 30 days’ nor more than one year’s notice) to the registered address of each Holder of Notes or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest thereon, if any, to but excluding the Redemption Date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (bd) At any time prior to February On and after December 15, 20262013, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior noticenotice (or, at a if such redemption price equal to 100% is accompanied by the satisfaction and discharge of the Notes and this Indenture, upon not less than 30 days’ nor more than one year’s notice) by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus the Applicable Premium as of, and accrued and unpaid interestinterest and Additional Interest thereon, if any, to but excluding the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of each of the years indicated in the table below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2013 106.750 % 2027 101.250 2014 104.500 % 2028 100.625 2015 102.250 % 2029 2016 and thereafter 100.000 %% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Thermadyne Australia Pty Ltd.)

Optional Redemption. (a) At any time Except pursuant to paragraphs (b), (c) and (d) of this Section 5, the Notes will not be redeemable at the Company’s option prior to February April 15, 20242027. On or after April 15, 2027, the Company may on any one redeem all or more occasions redeem up to 40% of the aggregate principal amount a part of the Notes, upon not less than 10 nor more than 60 days’ noticeprior notice in accordance with Section 3.03 of the Indenture, at a the redemption price equal to 103.750% prices (expressed as percentages of the principal amount of the Notes redeemed, amount) set forth below plus accrued and unpaid interestinterest on the Notes redeemed to, but excluding, the applicable Redemption Date, if any, to redeemed during the redemption date, with an amount equal to the net cash proceeds twelve-month period beginning on April 15 of one or more Equity Offeringseach year indicated below, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant an interest payment date; provided that:date that is on or prior to the Redemption Date: 2027 103.625 % 2028 101.813 % 2029 100.000 % (ib) Notwithstanding the provisions of subparagraph (a) of this Section 5, at least 50any time prior to April 15, 2027, the Company may on any one or more occasions redeem, upon prior notice in accordance with Section 3.03 of the Indenture, up to 40% of the aggregate principal amount of Notes originally (including any Additional Notes) issued under the Indenture at a redemption price of 107.250% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date (subject to the right of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings; provided that at least 60% of the aggregate principal amount of Notes issued under this Indenture on the Issue Date (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) and the redemption occurs within 180 days of the date of the closing of such equity offeringEquity Offering. (bc) At Notwithstanding the provisions of subparagraph (a) of this Section 5, at any time prior to February April 15, 20262027, the Company may on any one or more occasions also redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticenotice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interestinterest to, if anybut excluding, to the applicable date of redemptionRedemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant an interest payment date. (c) Except pursuant date that is on prior to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026Redemption Date. (d) On or after February 15, 2026, the The Company may on any one or more occasions also redeem all or a part the Notes as provided in Section 3.07(e) of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if anyIndenture, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, terms and subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indentureconditions set forth therein. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Aris Water Solutions, Inc.)

Optional Redemption. (a) At any time prior to February September 15, 20242015, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, in whole or in part, at its option, upon not less than 10 30 nor more than 60 days’ noticeprior notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 103.750100% of the principal amount of such Notes redeemed plus the Notes redeemedrelevant Applicable Premium as of, plus and accrued and unpaid interest, if any, interest to but excluding the date of redemption date, with an amount equal to (the net cash proceeds of one or more Equity Offerings“Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior and from time to February time on or after September 15, 20262015, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 30 nor more than 60 days’ prior notice, notice at a redemption price equal to 100% the percentage of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February September 15 of each of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2015 103.250 % 2027 101.250 2016 101.625 % 2028 100.625 % 2029 2017 and thereafter 100.000 % (c) At any time and from time to time prior to September 15, 2015, upon not less than 30 nor more than 60 days’ notice, the Company may on one or more occasions redeem the Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 106.500% plus accrued and unpaid interest to the redemption date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the Notes (including Additional Notes); provided that: (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; and (2) not less than 65% of the original aggregate principal amount of the Notes issued under this Indenture remains outstanding immediately thereafter (excluding Notes held by the Company or any of their Restricted Subsidiaries). The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (d) Except pursuant to this Section 5.7, the Notes are not redeemable at the option of the Company. (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Any redemption pursuant to this Section 5 5.7 shall be made pursuant to the provisions of Sections 3.01 5.1 through 3.06 of the Indenture5.6. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (American Capital, LTD)

Optional Redemption. (a) a. At any time prior to February July 15, 2024, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under the NotesIndenture, upon not less than 10 15 nor more than 60 days’ notice, at a redemption price in the case of Notes equal to 103.750104.125% of the principal amount of the Notes redeemed, plus Additional Amounts and accrued and unpaid interest, if any, to to, but excluding, the date of redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date), in an amount not to exceed the net proceeds from an Equity Offering or a contribution to the Company’s common equity capital made with the net cash proceeds of an Equity Offering; provided that: (i) 1. at least 5065% of the aggregate principal amount of such applicable Notes originally issued under this the Indenture (excluding Notes held by the Company, its Subsidiaries and parent entitiescalculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of such redemption; and (ii) 2. the redemption occurs within 180 90 days of the date of the closing of such equity offeringEquity Offering. (b) b. At any time prior to February July 15, 20262024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the such applicable Notes redeemed, plus the Applicable Premium as of, and Additional Amounts and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) c. Except pursuant to the preceding paragraphsparagraphs (a) or (b) or paragraph 8 below, the Notes will not be redeemable at the Company’s option prior to February July 15, 20262024. (d) d. On or after February July 15, 20262024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus Additional Amounts and accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February July 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date: Year Percentage 2024 102.063 % 2025 101.031 % 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to % Unless the provisions of Sections 3.01 through 3.06 Company defaults in the payment of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring redemption price, interest will cease to accrue on the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwiseportions thereof called for redemption on the applicable redemption date.

Appears in 1 contract

Sources: Supplemental Indenture (APi Group Corp)

Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15March 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior noticenotice to the Holders, at a redemption price equal to the greater of (a) 100% of the aggregate principal amount of the Notes to be redeemed and (b) 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) at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest, if any, to the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to the relevant Redemption Date will be payable to the Holders of such Notes (or one or more Predecessor Notes) registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of this Indenture. Any such redemption shall be effected in accordance with the terms and conditions set forth in this Indenture. From and after March 1, 2026, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice to the Holders, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to thereon to, the applicable date of redemptionRedemption Date, subject to the rights of Holders on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (HomeStreet, Inc.)

Optional Redemption. (a) At any time prior to February 15, 20242020, the Company Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, with an amount of cash not greater than the Notesnet cash proceeds of an Equity Offering by the Issuer, upon not less than 10 nor more than 60 days’ noticenotice as provided in this Indenture, at a redemption price equal to 103.750109.00% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; ), provided that: (i1) at least 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, Issuer and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 days of the date of the closing of such equity offeringEquity Offering. (b) At any time prior to February 15, 20262020, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticenotice as provided in this Indenture, at a redemption price equal to the sum of: (1) 100% of the principal amount of the Notes redeemedthereof, plus plus (2) the Applicable Premium as ofof the redemption date, and plus accrued and unpaid interest, if any, to the applicable redemption date of redemption, (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). (c) Except pursuant to the preceding paragraphsSection 3.07(a), (b) or (e), the Notes will not be redeemable at the CompanyIssuer’s option prior to February 15, 20262020. (d) On or and after February 15, 20262020, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticenotice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated belowredemption date, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date, if redeemed during the twelve-month period beginning on February 15 of the years indicated below: Year Percentage 2026 101.875 2020 106.75 % 2027 101.250 2021 104.50 % 2028 100.625 2022 102.25 % 2029 2023 and thereafter 100.000 100.00 % (e) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) hereof. (f) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Vanguard Natural Resources, Inc.)

Optional Redemption. (a) At any time prior to February 15October 1, 2024, the Company may Issuer may, on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes, upon not less than 10 nor more than 60 days’ notice, ) at a redemption price equal to 103.750of 105.000% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest, if any, to to, but excluding, the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to Offerings by the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateIssuer (other than Excluded Contributions); provided that: that (i1) at least 5060% of the aggregate principal amount of Notes originally issued under this Indenture (including any Additional Notes but excluding Notes held by the Company, Issuer and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and and (ii2) the redemption occurs within 180 90 days of the date of the closing of such Equity Offering or equity offeringcontribution. (b) At any time prior to February 15On or after October 1, 20262024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 10 ten days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the 12-month period beginning on October 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant Record Date to receive interest on the relevant Interest Payment Date: 2024 102.500 % 2025 101.250 % 2026 and thereafter 100.000 % (c) Prior to October 1, 2024, the Issuer may also redeem all or any portion of the Notes upon not less than ten days’ nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, thereof plus the Applicable Premium as of, and accrued and unpaid interestinterest thereon, if any, to to, but excluding, the applicable date of redemptionredemption (a “Make-Whole Redemption Date”), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date Record Date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %Interest Payment Date. (d) [reserved]. (e) On and after the redemption date, interest will cease to accrue on Notes or portions of Notes called for redemption unless the Issuer defaults in the payment of the redemption price or the applicable notice of redemption is conditional and the conditions are not satisfied or waived. (f) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the this Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Senior Notes Indenture (ModivCare Inc)

Optional Redemption. (a) At any time prior to February On and after March 15, 20242018, the Company may on any one may, at the Company’s option, from time to time, redeem some or more occasions redeem up to 40% of the aggregate principal amount all of the Notes, upon not less than 10 nor more than 60 days’ noticenotice as described in Section 11.03, at the Redemption Prices (expressed as a redemption price equal to 103.750% percentage of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amountnotes) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedNotes, to, but excluding, the applicable Redemption Date (subject to the applicable right of holders of record on the relevant record date of redemptionto receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on February March 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2018 104.875 % 2027 101.250 2019 103.250 % 2028 100.625 2020 101.625 % 2029 2021 and thereafter 100.000 % (eb) Any redemption pursuant At any time prior to March 15, 2018, the Company may, at the Company’s option, on any one or more occasions, upon notice as described in Section 11.03, redeem up to 40% of the aggregate principal amount of the Notes issued under this Section 5 shall be made pursuant Indenture (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings at a Redemption Price of 106.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the provisions right of Sections 3.01 through 3.06 Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided that at least 60% of the Indentureaggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after each such redemption; and the redemption occurs within 180 days after the closing of the related Equity Offering. (fc) The provisions of Article 3 At any time prior to March 15, 2018, the Company may, at the Company’s option, redeem all, or, from time to time, a part of the Indenture do not prohibit Notes at, upon notice as described in Section 11.03, at a Redemption Price equal to the greater of: 100% of the principal amount of the Notes to be redeemed; and the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on the notes discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest, if any, on the principal amount of Notes being redeemed to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (d) In addition to the Company’s rights to redeem the Notes as set forth above and in Section 4.07, the Company or its affiliates may at any time, and from acquiring the time to time, purchase Notes in market transactions by means other than a redemption, whether pursuant to a by tender offer offer, open market purchases, negotiated transactions or otherwise, subject to compliance with applicable securities laws. (e) In certain circumstances, the Company will have the option to redeem all notes that remain outstanding following a Change of Control Offer.

Appears in 1 contract

Sources: Indenture (Dean Foods Co)

Optional Redemption. (a) At any time prior to February 15Except as set forth in clauses (b), 2024(c) and (d) of this Section 3.07, the Company may on any one shall not have the option to redeem the Notes pursuant to this Section 3.07 prior to December 1, 2013. On or more occasions after December 1, 2013, the Company shall have the option to redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, in whole or in part at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticetime, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestinterest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of redemptionHolders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on February 15 December 1 of the years indicated below: YEAR PERCENTAGE 2013 105.438 % 2014 103.625 % 2015 101.813 % 2016 and thereafter 100.000 % (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at any time prior to December 1, 2013, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under this Indenture at a redemption price of 107.25% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the rights right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to 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 Notes (including any Additional Notes) issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding any Notes held by the Company and its Subsidiaries); and (2) each such redemption occurs within 120 days of the date of the closing of each such Equity Offering. (c) Prior to December 1, 2013, the Company may redeem all or part of the Notes at a redemption price equal to the sum of: (1) 100% of the principal amount thereof, plus (2) accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 ), plus (3) the Make Whole Premium at the redemption date. (d) The Notes may also be redeemed, as a whole, following certain Change of Control Offers, at the redemption price and thereafter 100.000 %subject to the conditions set forth in Section 4.15(6). (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through Section 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Exterran Holdings Inc.)

Optional Redemption. (a) At any time prior to February October 15, 20242012, the Company Issuers may redeem all or a portion of the Notes, on any one not less than 30 nor more than 60 days’ prior notice, in amounts of $1,000 or more occasions redeem up an integral multiple thereof, at a price equal to 40100% of the aggregate principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the Redemption Date, subject to the rights of holders of record on relevant Record Dates to receive interest due on an Interest Payment Date. (b) On or after October 15, 2012, the Issuers may redeem all or a portion of the Notes, upon on not less than 10 30 nor more than 60 days’ prior notice, in amounts of $1,000 or an integral multiple thereof, at the following redemption prices (expressed as percentages of the principal amount), together with accrued and unpaid interest, if any, to (but not including) the Redemption Date subject to the rights of holders of record on relevant Record Dates to receive interest due on an Interest Payment Date, if redeemed during the 12-month period beginning October 15 of the years indicated below: 2012 105.063 % 2013 102.531 % 2014 and thereafter 100.000 % (c) In addition, at any time prior to October 15, 2012, the Issuers, at their option, may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes) at a redemption price equal to 103.750110.125% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, Redemption Date subject to the rights of Holders holders of the Notes record on the relevant record date Record Dates to receive interest due on the relevant interest payment datean Interest Payment Date; provided that: (i) that at least 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by calculated after giving effect to the Company, its Subsidiaries and parent entitiesissuance of any Additional Notes) remains must remain outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs and such redemption is within 180 120 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026Equity Offering. (d) On or after February 15, 2026If less than all of the Notes are to be redeemed, the Company may on any one or more occasions redeem all or a part Trustee shall select the Notes to be redeemed in compliance with the requirements of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestnational security exchange, if any, on which the Notes redeemedare listed, to or if the applicable date Notes are not listed, on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable. Notes redeemed in part must be redeemed only in integral multiples of redemption, if $1,000 and no Note with a principal amount of less than $2,000 will be redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %in part. (e) Any redemption pursuant to this Section 5 shall be made pursuant In addition to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring Issuers’ rights to redeem the Notes as set forth above, the Issuers may purchase Notes in open-market transactions by means other than a redemptiontransactions, whether pursuant to a tender offer offers or otherwise.

Appears in 1 contract

Sources: Indenture (Tops PT, LLC)

Optional Redemption. (a) At any time prior to February July 15, 20242027, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ noticemay, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued its option and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticenotice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Company) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Company’s discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to July 15, 2027, the Company may, at its option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 107.375 % of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest payment datethereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date, and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (unless all such Notes are redeemed substantially concurrently) and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer, Alternate Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 days’ nor more than 60 days’ notice, given not more than 60 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 Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the preceding paragraphsIndenture, the Notes will not be redeemable at the Company’s option prior to February July 15, 20262027. (de) On or and after February July 15, 20262027, the Company may may, at its option and on any one or more occasions occasions, redeem all or a part of the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior noticenotice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the twelve-month period beginning on February July 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 103.688% 2028 100.625 101.844% 2029 and thereafter 100.000 100.000% (ef) Any redemption pursuant to this Section 5 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Crescent Energy Co)

Optional Redemption. (a) At any time prior to February May 15, 20242019, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes, upon not less than 10 15 nor more than 60 days’ notice, at a redemption price equal to 103.750107.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i1) at least 5065% of the aggregate principal amount of Notes originally issued under this Supplemental Indenture (excluding Notes held by the Company, Company and its Subsidiaries and parent entitiesSubsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii2) the redemption occurs within 180 90 days of the date of the closing of such equity offering. (b) At any time prior to February May 15, 20262021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February May 15, 20262021. (d) On or after February May 15, 20262021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February May 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2021 103.625 % 2027 101.250 2022 102.417 % 2028 100.625 2023 101.208 % 2029 2024 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Supplemental Indenture (NRG Energy, Inc.)

Optional Redemption. (a) At any time and from time to time prior to February 15June 1, 20242020, the Company may redeem the Notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable redemption date. (b) At any time prior to June 1, 2020, the Company may on any one or more occasions redeem up Notes with cash equal to 40% of the aggregate principal amount of net cash proceeds received by the Notes, upon not less than 10 nor more than 60 days’ notice, Company from any Equity Offering at a redemption price equal to 103.750111.500% of the principal amount of the Notes redeemed, thereof plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50), in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes originally issued under this Indenture Indenture, provided that: (1) in each case, the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 60% of the aggregate principal amount of the Notes (excluding Notes held by the Company, Company or any of its Subsidiaries and parent entitiesSubsidiaries) issued under this Indenture remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offeringthereafter. (c) Except pursuant to the preceding paragraphs (a) and (b) At any time and Section 4.12(b) and 4.16(f) hereof, the Notes will not be redeemable at the Company’s option prior to February 15June 1, 20262020. (d) On or after June 1, 2020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated periods set forth below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 June 1, 2020 to December 1, 2020 105.750 % 2027 101.250 % 2028 100.625 % 2029 December 1, 2020 and thereafter 100.000 %% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (e) Any redemption pursuant to this Section 5 3.07 or Sections 4.12(b) or 4.16(f) hereof shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenturehereof. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Hc2 Holdings, Inc.)

Optional Redemption. (a) At any time and from time to time prior to February May 15, 20242027, the Company Notes may on any one be redeemed at the Company’s option, in whole or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ noticein part, at a redemption price equal to 103.750100.0% of the principal amount of the Notes redeemed, plus accrued and unpaid interestinterest thereon, if any, to but excluding the applicable date of redemption date, with an amount equal to (the net cash proceeds of one or more Equity Offerings“Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as ofof the applicable Redemption Date. (b) On and after May 15, 2027, the Notes may be redeemed, at the Company’s option, in whole or in part, at any time and from time to time, at the redemption prices set forth below. The Notes shall be redeemable at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interestinterest thereon, if any, to but excluding the applicable date of redemptionRedemption Date, subject to the rights right of Holders on the relevant record date to receive interest due on the relevant interest payment date., if redeemed during the 12-month period beginning on May 15 of each of the years indicated below: 2027 104.125% 2028 102.063% 2029 and thereafter 100.000% (c) Except pursuant to the preceding paragraphsIn addition, the Notes will not be redeemable at the Company’s option any time on or prior to February May 15, 2026. (d) On or after February 15, 20262027, the Company may on any one or more occasions redeem all or a part up to an aggregate of 40.0% of the aggregate principal amount of the Notes (including the principal amount of any Additional Notes, upon not less than 10 nor more than 60 days’ prior notice, ) at a redemption price of 108.250% of the redemption prices (expressed as percentages principal amount of principal amount) set forth belowthe Notes redeemed, plus accrued and unpaid interestinterest thereon, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated belowRedemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date: Year Percentage 2026 101.875 , with the Net Cash Proceeds of a public offering of common stock of the Company; provided, however, that at least 60.0% 2027 101.250 in aggregate principal amount of the Notes (including the principal amount of any Additional Notes) remains outstanding immediately after the occurrence of such redemption (other than Notes held, directly or indirectly, by the Company or its Affiliates) and that such redemption shall occur within 180 days of the date of the closing of such public offering. (d) In connection with any tender offer for the Notes, including a Change of Control Offer and an Asset Sale Offer, if Holders of not less than 90.0% 2028 100.625 % 2029 in aggregate principal amount of the outstanding Notes validly tender and thereafter 100.000 %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, all of the Holders will be deemed to have consented to such tender or other offer and accordingly, the Company or such third party shall have the right, upon notice of redemption sent or mailed not more than 30 days following the date of such purchase, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer, Change of Control Offer or Asset Sale Offer plus, to the extent not included in the payment for the tender offer, Change of Control Offer or Asset Sale Offer, accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date. (e) Any redemption pursuant If the Redemption Date with respect to this Section 5 a Note to be redeemed is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest on that Note shall be made pursuant payable to the provisions Person that was, at the close of Sections 3.01 through 3.06 business on such record date, the Holder of that Note, and no additional interest for the Indentureperiod to which that interest record date relates shall be payable with respect to that Note. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Jefferson Capital, Inc. / DE)

Optional Redemption. (a) At any time prior to February 15January 1, 20242023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemedat its option, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one in whole or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticein part, at a redemption price equal to 100% of the aggregate principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights of Holders on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (db) On or after February 15January 1, 20262023, the Company may on any one redeem the Notes at its option, in whole or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticein part, at the following redemption prices (expressed expressed, as percentages of the principal amount) set forth belowamount thereof), plus accrued and unpaid interest, if any, on to, but excluding, the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated belowRedemption Date, subject to the rights of Holders on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date, if redeemed during the 12-month period commencing on January 1 of the years set forth below: Year Percentage Redemption Price 2023 102.563 % 2024 101.708 % 2025 100.854 % 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (ec) Notwithstanding the provisions of subparagraphs (a) and (b) of this Section 3.03, at any time prior to January 1, 2021, the Company may at its option on one or more occasions redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed, as a percentage of principal amount) of 105.125%, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, with the net cash proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Notes held, directly or indirectly, by the Company or any of its Affiliates); and (2) each such redemption occurs within 90 days of the date of the closing of the related Equity Offering. (d) Any redemption prepayment pursuant to this Section 5 3.03 shall be made pursuant to the provisions of Sections 3.01 through 3.06 3.02 hereof and applicable sections of Article XI of the Base Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Seventh Supplemental Indenture (Central Garden & Pet Co)

Optional Redemption. (a) Except as set forth in clauses (b), (d) and (e) of this Section 5 and in clauses (b), (f) and (h) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to April 1, 2026. (b) At any time prior to February 15April 1, 20242026, the Company may Issuer may, at its option and on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount all or a part of the Notes, upon not less than 10 nor more than 60 days’ noticenotice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 103.750the sum of (A) 100.0% of the principal amount of the Notes redeemed, plus (B) the 2029 Applicable Premium as of the Redemption Date, plus (C) accrued and unpaid interest, if any, to to, but excluding, the redemption date, with an amount equal to the net cash proceeds of one or more Equity OfferingsRedemption Date, subject to the rights right of Holders of record on the relevant Record Date to receive interest due on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date. (c) On and after April 1, 2026, the Issuer may, at its option and on one or more occasions, redeem the Notes, in whole or in part, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record date on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date, if redeemed during the twelve-month period beginning on April 1 of each of the years indicated below: 2026 102.938% 2027 101.469% 2028 and thereafter 100.000% (d) On or prior to April 1, 2026, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.875% of the aggregate principal amount of the Notes redeemed, with an amount not to exceed the net cash proceeds received by the Issuer from one or more Equity Offerings or a contribution to the Issuer’s common equity capital made with the net cash proceeds of an Equity Offering, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest payment datedue on the Notes on the relevant Interest Payment Date falling prior to or on the Redemption Date; provided that: that (iA) at least 5050.0% of (x) the aggregate principal amount of Notes originally issued under this the Indenture on the Issue Date and (excluding y) the aggregate principal amount of any Additional Notes held by issued under the Company, its Subsidiaries and parent entities) Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemptionredemption (unless all such Notes are redeemed or repurchased substantially concurrently); and and (iiB) the each such redemption occurs within 180 days of the date of the closing of each such equity offeringEquity Offering. (be) At In connection with any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of tender offer for the Notes, including, without limitation, any Change of Control Offer or Alternate Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to 100% of the principal amount of price offered to each other Holder in such tender offer (which may be less than par and shall exclude any early tender premium or similar premium and any accrued and unpaid interest paid to any Holder that participated in such tender offer payment) plus, to the Notes redeemedextent not included in the tender offer payment, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to thereon, to, but excluding, the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateRedemption Date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (ef) Any redemption pursuant to this Section paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. . Notice of any redemption or offer to purchase, whether in connection with an Equity Offering, Change of Control, Alternate Offer or other transaction or event or otherwise, may be given prior to the completion or occurrence thereof, and any such redemption, offer to purchase or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent (f) The provisions including conditions precedent applicable to different amounts of Article 3 Notes redeemed), including, but not limited to, completion or occurrence of the Indenture do not prohibit related Equity Offering, Change of Control or other transaction or event, as the Company or its affiliates from acquiring case may be. The Issuer may redeem the Notes pursuant to one or more of the relevant provisions in market transactions the Indenture, and a single notice of redemption may be delivered with respect to redemptions made pursuant to different provisions. Any such notice may provide that redemptions made pursuant to different provisions may have different Redemption Dates and, with respect to redemptions that occur on the same date, may specify the order in which such redemptions are deemed to occur. In addition, if such redemption or offer to purchase is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the Redemption Date or purchase date may be delayed until such time (including more than 60 days after the date the notice of redemption or offer to purchase was sent) as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the Redemption Date or purchase date, or by the Redemption Date or purchase date so delayed, or that such notice or offer may be rescinded at any time in the Issuer’s sole discretion if the Issuer determines that any or all such conditions will not be satisfied or waived. In addition, the Issuer may provide in such notice of offer that payment of the redemption or purchase price and performance of the Issuer’s obligations with respect to such redemption or purchase may be performed by another Person. The Issuer and its Affiliates may acquire the Notes by means other than a redemptionredemption pursuant to this paragraph 5, whether pursuant to a by tender offer offer, open market purchases, negotiated transactions or otherwise.

Appears in 1 contract

Sources: Indenture (Hilton Worldwide Holdings Inc.)

Optional Redemption. (a) At any time, and from time to time, prior to February March 15, 20242021, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 40% of the aggregate principal amount of the Notesin part, upon not less than 10 nor more than 60 days’ noticeat its option, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided thatgreater of: (i1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed; and (2) the excess of: (i) the present value at such redemption date of (i) the redemption price of the Note at March 15, 2021 (such redemption price being set forth in the table under clause (e) below) plus (ii) all required interest payments due on the Applicable Premium Note through March 15, 2021 (excluding interest paid prior to the redemption date and accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as ofof such redemption date plus 50 basis points; over (ii) the principal amount of the Note, (3) plus, and in each case, any accrued and unpaid interest, if any, to to, but not including, the applicable date of redemption, redemption (subject to the rights right of Holders on the relevant record date to receive interest due on the relevant interest payment date). In the event of any redemption pursuant to this clause (a), the Issuer shall calculate or cause the calculation of the redemption price, and the Trustee shall have no duty to calculate or verify the calculation thereof. (b) At any time prior to March 15, 2021, the Issuer may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 108.625% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date) in an amount of up to the amount of net cash proceeds received by or contributed to the Issuer from one or more Equity Offerings; provided that (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (including Additional Notes but excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, and (2) notice of such redemption is given within 90 days of the date of the closing of such Equity Offering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6. (c) [Reserved]. (d) Except pursuant to the preceding paragraphsparagraphs (a) and (b) of this Section 5.7, the Notes will not be redeemable at the CompanyIssuer’s option prior to February March 15, 20262021. (de) On or after February March 15, 20262021, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, Notes at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on February March 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 2021 104.313 % 2027 101.250 2022 102.156 % 2028 100.625 % 2029 2023 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (J C Penney Co Inc)

Optional Redemption. (a) At any time prior to February 15December 1, 20242027, the Company Issuers may at their option on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes, upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior noticenotice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Company) equal to 100the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as ofPremium, and plus (iii) accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be. (b) At any time prior to December 1, 2027, the Issuers may, at their option and on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Company) equal to the sum of (i) 106.875% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, plus (ii) accrued and unpaid interest payment datethereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution. (c) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 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 Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date). (d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the preceding paragraphsIndenture, the Notes will not be redeemable at the Company’s Issuers’ option prior to February 15December 1, 20262027. (de) On or and after February 15December 1, 20262027, the Company Issuers may at their option redeem the Notes, in whole or in part, on any one or more occasions redeem all or a part occasions, upon notice in accordance with Section 3.03 of the Notes, upon not less than 10 nor more than 60 days’ prior noticeIndenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 December 1 in each of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 103.438 % 2028 100.625 101.719 % 2029 and thereafter 100.000 % (ef) Any redemption pursuant to this Section 5 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Magnolia Oil & Gas Corp)

Optional Redemption. (aA) At any time prior to February December 15, 20242023, the Company may on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount of Notes issued under the NotesIndenture, upon not less than 10 30 nor more than 60 days’ notice, at a redemption price equal to 103.750100.000% of the principal amount of the Notes redeemed, plus (1) the excess of (a) the present value of the Notes to be redeemed at such Redemption Date of (i) the redemption price of the Notes to be redeemed at December 15, 2023 plus (ii) all required interest payments due on the Notes to be redeemed through December 15, 2023 (excluded accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate (as defined in the Indenture) as of such Redemption Date plus 50 basis points over (b) the principal amount of the Notes (the “Applicable Premium”) and (2) accrued and unpaid interest, if any, interest to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, Redemption Date (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offeringInterest Payment Date). (bB) At any time prior on or after to February December 15, 20262023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 30 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, interest to the applicable date of redemptionRedemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date. (cC) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, Unless the Company may on any one or more occasions redeem all or a part defaults in the payment of the Notesredemption price, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, interest will cease to accrue on the Notes redeemed, to or portions thereof called for redemption on the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the IndentureRedemption Date. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Ion Geophysical Corp)

Optional Redemption. (a) At any time prior to February December 15, 20242012, the Company may may, at its option, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of Notes (including any Additional Notes) with the Notes, upon not less Net Cash Proceeds of one or more sales of Capital Stock (other than 10 nor more than 60 days’ notice, Disqualified Stock) of the Company at a redemption price equal to 103.750108.000% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that at least 65% of the original aggregate principal amount of the Notes issued on the Closing Date remains outstanding after each such redemption and the redemption occurs within 180 days after the closing of the related sale of Capital Stock. On and after December 15, 2013, the Company may, at its option, redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount of the Notes), plus accrued and unpaid interest on the Notes, if any, to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount if redeemed during the twelve-month period beginning on December 15 of the years indicated below: Year Percentage 2013 104.000 % 2014 102.000 % 2015 and thereafter 100.000 % At any time prior to December 15, 2013, the Company may, at its option, also redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address at a redemption price equal to 100% of the net cash proceeds principal amount of one or more Equity Offeringsthe Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% . Unless the Company defaults in the payment of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Companyredemption price, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time prior interest will cease to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026. (d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, accrue on the Notes redeemed, to or portions thereof called for redemption on the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment redemption date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (e) Any redemption pursuant to this Section 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. (f) . The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the may acquire Notes in market transactions by means other than a redemptionredemption or required repurchase, whether pursuant to a by tender offer offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

Appears in 1 contract

Sources: First Supplemental Indenture (Hanesbrands Inc.)

Optional Redemption. (a) At any time prior to February November 15, 20242026, the Company may on any one redeem the Notes in whole or more occasions redeem up to 40% of the aggregate principal amount of the Notesin part, at its option, upon not less than 10 nor more than 60 days’ noticeprior notice by electronic delivery or, at the Company’s option, first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price equal to 103.750% (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% of the principal amount of Notes redeemed plus the relevant Applicable Premium as of, plus and accrued and unpaid interestinterest and Additional Interest, if any, to to, but excluding, the date of redemption date, with an amount equal to (the net cash proceeds of one or more Equity Offerings“Redemption Date”), subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At any time and from time to time prior to February November 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notesmay, at its option, upon not less than 10 nor more than 60 days’ prior noticenotice by electronic delivery or, at the Company’s option, first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) issued under this Indenture, at a redemption price equal to 100% (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 108.000% of the aggregate principal amount thereof, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to to, but excluding, the applicable date of redemptionRedemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the Net Cash Proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes, but excluding Notes held by the Company or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided, further, that each such redemption occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6. (c) Except pursuant to the preceding paragraphsclauses (a), (b) and (f) of this Section 5.7, the Notes will not be redeemable at the Company’s option prior to February November 15, 2026. (d) On At any time and from time to time on or after February November 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ prior notice by electronic delivery or, at the Company’s option, first class mail, postage prepaid, with a copy to the Trustee to each Holder of Notes to the address of such Holder appearing in the Notes Register, at the redemption prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on November 15 of each of the years indicated in the table below: Period Percentage 2026 104.000 % 2027 102.000 % 2028 and thereafter 100.000 % (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. (f) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% 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, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase, at a redemption price equal to the redemption prices price offered to each other Holder (expressed as percentages of principal amountexcluding any early tender or incentive fee) set forth belowin such tender offer plus, plus to the extent not included in the tender offer payment, accrued and unpaid interest, if any, on thereon, to, but excluding, the Notes redeemed, to Redemption Date. In determining whether the applicable date Holders of redemption, if redeemed during the twelve-month period beginning on February 15 at least 90% of the years indicated belowaggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn such Notes in a tender offer, subject including a Change of Control Offer or Asset Disposition Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successor thereof, shall be deemed to be outstanding for the rights purposes of Holders on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %such tender offer. (eg) Any redemption pursuant to this Section 5 5.7 shall be made pursuant to the provisions of Sections 3.01 5.1 through 3.06 of the Indenture5.6. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (Avis Budget Group, Inc.)

Optional Redemption. (a) At Except as set forth in the following two paragraphs, the Securities shall not be redeemable at the option of the Issuers prior to May 1, 2014. Thereafter, the Securities shall be redeemable at the option of the Issuers, in whole at any time prior or in part from time to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notestime, upon on not less than 10 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a redemption price equal to 103.750% percentage of the principal amount of the Notes redeemedamount), plus accrued and unpaid interest and additional interest, if any, to the redemption date, with an amount equal to the net cash proceeds of one or more Equity Offerings, date (subject to the rights right of the Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date; provided that: (i) at least 50% ), if redeemed during the 12-month period commencing on May 1 of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by years set forth below: 2014 104.250% 2015 102.125% 2016 and thereafter 100.000% In addition, prior to May 1, 2014, the CompanyIssuers may redeem the Securities at their option, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. (b) At in whole at any time prior or in part from time to February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notestime, upon not less than 10 30 nor more than 60 days’ prior noticenotice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to to, the applicable redemption date of redemption, (subject to the rights right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant ). Notwithstanding the foregoing, at any time and from time to the preceding paragraphstime on or prior to May 1, 2013, the Notes will not be redeemable at Issuers may redeem in the Company’s option prior aggregate up to February 1535% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), 2026. (d) On or after February 15, 2026, with the Company may on any net cash proceeds of one or more occasions redeem all Equity Offerings (1) by the Issuers or a part (2) by any direct or indirect parent of the NotesIssuers, upon not less in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuers or used to purchase Capital Stock (other than 10 nor more than 60 days’ prior noticeDisqualified Stock) of the Issuers from it, at a redemption price equal to 108.500% of the redemption prices (expressed as percentages of principal amount) set forth below, amount thereof plus accrued and unpaid interest and additional interest, if any, on the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date: Year Percentage 2026 101.875 ); provided, however, that at least 65% 2027 101.250 % 2028 100.625 % 2029 of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities) must remain outstanding after each such redemption; and thereafter 100.000 % (e) Any provided further that such redemption pursuant shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed to this Section 5 shall each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be made pursuant given prior to the provisions of Sections 3.01 through 3.06 completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the Indenturerelated Equity Offering. (f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.

Appears in 1 contract

Sources: Indenture (RBS Global Inc)