Common use of Optional Redemption Clause in Contracts

Optional Redemption. At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 4 contracts

Sources: Eighth Supplemental Indenture (Liberty Property Limited Partnership), Eighth Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. At The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at will pay a redemption price (the “Redemption Price”) equal to the greater of: (1) 100% of (i) the principal amount of the Notes being redeemedSecurities to be redeemed then outstanding; and (2) as determined by an Independent Investment Banker, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes Securities matured on the First Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as to the date of the Redemption Dateredemption) discounted to the Redemption Date redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, plus 25 20 basis points, ; plus, in each caseeither of the above cases, accrued and unpaid interest thereon to, but excluding, to the Redemption Date; provided, however, that if date of redemption on the Redemption Date falls after a Regular Record Date and Securities to be redeemed. If the Company redeems the Securities on or prior to after the corresponding Interest Payment First Par Call Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be a redemption price equal to 100% of the principal amount of the Notes being Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest thereon tointerest, but excludingif any, shall be paid to the applicable Redemption person in whose name the Security is registered at the close of business on such Regular Record Date. If The Company shall mail or cause to be mailed a notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such noticeat least 15 days, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, but not more than 60 nor less days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 15 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. The notice For purposes of redemption will specify, among other itemsthe foregoing, the Redemption Date, following terms have the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.following meanings:

Appears in 4 contracts

Sources: Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/)

Optional Redemption. At any time prior If specified in the applicable prospectus supplement, we may elect to redeem all or part of the Par Call Date, the Company may redeem the Notes at its option, in whole or outstanding debt securities of a series from time to time in part, at a redemption price (before the “Redemption Price”) equal to the greater of (i) the principal amount maturity date of the Notes being redeemeddebt securities of that series. Upon such election, and (ii) we will notify the sum indenture trustee of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of debt securities of the Notes held by such Holder series to be redeemed. If all or less than all the debt securities of the Notes series are to be redeemed at the option of the Companyredeemed, the Company will notify the Trustee at least 45 days prior to giving notice particular debt securities of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes that series to be redeemed will be selected by the depositary in accordance with its procedures. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms and their Redemption Dateconditions of those debt securities. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice Notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall will be given to the Trustee at such time as shall permit the Trustee to include notice each holder of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no debt securities to be redeemed not less than 30 nor more than 60 days prior to the date set for such redemption. This notice will include the following information, as applicable: the redemption date; the redemption price (or the method of calculating such price); if less than all of the outstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the Notes respective principal amounts) of the particular debt securities to be redeemed; that on the redemption date the redemption price will become due and payable upon each security to be redeemed and, if applicable, that interest thereon will cease to accrue after such date; the place or places where such debt securities are to be surrendered for payment of the redemption price; and that the redemption is for a sinking fund, if such is the case. Prior to any redemption date, we will deposit or cause to be deposited with the indenture trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in part. Neither trust as provided in the Company nor applicable indenture) an amount of money sufficient to pay the Trustee aggregate redemption price of, and (except if the redemption date shall be required to: (ian interest payment date or the debt securities of such series provide otherwise) issueaccrued interest on, register all of the transfer of debt securities or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes part thereof to be redeemed on that date. On the redemption date, the redemption price will become due and ending at payable upon all of the close of business debt securities to be redeemed, and interest, if any, on the day debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called such debt securities for redemption, except we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date. Any debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and we will execute, and the indenture trustee will authenticate and deliver to a holder without service charge, new debt securities of the same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal to and in exchange for the unredeemed portion of any Note being redeemed in partthe debt securities that holder surrenders.

Appears in 3 contracts

Sources: Sales Agreement, Equity Distribution Agreement, At Market Issuance Sales Agreement

Optional Redemption. At The Company may redeem the Securities at any time in whole or in part, at its option, prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (as calculated by the “Redemption Price”) Company equal to the greater of: • 100% of (i) the principal amount of the Notes being Securities to be redeemed, ; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed thereon that would be due if such notes the Securities matured on the Par Call Date but for the redemption thereof (not including any portion of such payments exclusive of interest accrued as to the date of the Redemption Date) redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment then current Treasury Rate plus 25 15 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiuminterest, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Dateamount being redeemed to, but excluding the date of redemption. Notwithstanding If the foregoing, if the Notes are redeemed Company elects to redeem any Securities on or after the Par Call Date, the Redemption Price will be Company shall pay an amount equal to 100% of the principal amount of the Notes being redeemed Securities redeemed, plus accrued and unpaid interest thereon interest, if any, to, but excluding, the applicable Redemption Date. If notice date of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticeredemption. Notice of any optional redemption of any Notes will be given to Holders sent at their addresses, as shown in the Security Register for the Notes, least 10 but not more than 60 nor less than 15 days prior before the redemption date to each holder of record of the date fixed for redemptionSecurities to be redeemed at its registered address. The notice of redemption for the Securities will specifystate, among other itemsthings, the Redemption Dateseries and amount of Securities to be redeemed, the Redemption Price redemption date, the redemption price and the principal amount place or places that payment will be made upon presentation and surrender of the Notes held by such Holder Securities to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Securities that have been called for redemption at the redemption date. If all or less fewer than all of the Notes Securities are to be redeemed at the option of the Companyany time, the Company will notify the Trustee at least not more than 45 days prior to giving notice of the redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Datedate, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation particular Securities or portions thereof and if the Company has requested that the Trustee give to the Holders the notice of for redemption required by Section 1104 of the Base Indenture, such notice from the Company outstanding Securities not previously called shall be given to selected in accordance with the Trustee at such time as shall permit the Trustee to include notice procedures of the Redemption Price in such notice of redemptionDTC. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior obligation to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of calculate any redemption price or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partpremium.

Appears in 3 contracts

Sources: Supplemental Indenture (Vmware, Inc.), Tenth Supplemental Indenture (Vmware, Inc.), Ninth Supplemental Indenture (Vmware, Inc.)

Optional Redemption. At any time prior to (a) Unless otherwise provided in the Par Call Dateapplicable Indenture Supplement for a Series or Class of Notes, the Company may Issuer has the right, but not the obligation, to redeem the a Series or Class of Notes at its option, in whole or from time to time but not in part, at a redemption price (the “Redemption Price”) equal to the greater of part on (i) any Payment Date (a “Redemption Payment Date”) on or after the principal amount Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Notes being redeemed, Initial Note Balance and (ii) any other Payment Date as contemplated in the sum applicable Indenture Supplement. If the Issuer, at the direction of the present values Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the remaining scheduled payments Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of principal Notes) and interest on the Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed that would will equal the Redemption Amount, the payment of which will be due subject to the allocations, deposits and payments sections of the related Indenture Supplement, if such notes matured any. If the Issuer is unable to pay the Redemption Amount in full on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Indenture and the Company will pay related Indenture Supplement, and the full amount Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest and premiumother amounts due in respect of the Notes, if anyis paid in full or the Stated Maturity Date occurs, due on such Interest Payment Date whichever is earlier, subject to Article VII, Article VIII and the Holder allocations, deposits and payments sections of record at this Indenture and the close of business on related Indenture Supplement. (b) Unless otherwise specified in the corresponding Regular Record Date. Notwithstanding the foregoingrelated Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes are redeemed has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation. (c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, by the Issuer, through (i) a Permitted Refinancing, (ii) the use of the proceeds of issuance and sale of a new Series of Notes issued hereunder, or (iii) the use of the proceeds received of any amounts funded under any Variable Funding Notes on or any Business Day after the Par Call Datedate on which the related Revolving Period ends, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 Business Day within ten (10) days prior to the date fixed for redemption. The end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days’ prior notice of redemption will specify, among other itemsto the Indenture Trustee, the Noteholders and any related Derivative Counterparty. Following issuance of the Redemption Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the applicable Redemption Amount on the date set for such redemption (the “Redemption Date”). (d) The Issuer may redeem any Series or Class of Notes through (i) a Permitted Refinancing, (ii) the use of proceeds from the issuance and sale of a new Series or Class of Notes issued hereunder, or (iii) the use of proceeds received following a VFN Note Balance Adjustment Request, on any other Business Day specified in the related Indenture Supplement. (e) If necessary to satisfy the Collateral Test, the Redemption Price and Notes of any Series or Class of Variable Funding Notes shall be subject to repayment by the principal Issuer, in whole or in part, up to the amount necessary to satisfy the Collateral Test, using any other cash or funds of the Notes held by such Holder to be redeemed. If all or less Issuer other than all of Collections on the Notes are to be redeemed at the option of the CompanyReceivables, the Company will notify the Trustee at least 45 days upon one (1) Business Day’s prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given Issuer to the Trustee at Indenture Trustee, each Derivative Counterparty and the related VFN Noteholders. Any such time as repayment pursuant to this Section 13.1(e) shall permit reduce the Trustee to include notice principal balance of such Variable Funding Notes but shall not result in a reduction of any funding commitments related thereto or the Redemption Price in Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of such notice of redemption. The Trustee shall have no responsibility for calculating Variable Funding Notes and the Redemption Price. The Trustee shall select, in such manner as it shall deem fair Issuer) and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer may be made on a non-pro rata basis with other Series of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partVariable Funding Notes.

Appears in 3 contracts

Sources: Indenture (New Residential Investment Corp.), Indenture (New Residential Investment Corp.), Indenture (New Residential Investment Corp.)

Optional Redemption. At The Company may redeem the Securities at any time in whole or in part, at its option, prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (as calculated by the “Redemption Price”) Company equal to the greater of: • 100% of (i) the principal amount of the Notes being Securities to be redeemed, and (ii) ; or • the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed thereon that would be due if such notes the Securities matured on the Par Call Date but for the redemption thereof (not including any portion of such payments exclusive of interest accrued as to the date of the Redemption Date) redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment then current Treasury Rate plus 25 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiuminterest, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Dateamount being redeemed to, but excluding the date of redemption. Notwithstanding If the foregoing, if the Notes are redeemed Company elects to redeem any Securities on or after the Par Call Date, the Redemption Price will be Company shall pay an amount equal to 100% of the principal amount of the Notes being redeemed Securities redeemed, plus accrued and unpaid interest thereon interest, if any, to, but excluding, the applicable Redemption Date. If notice date of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticeredemption. Notice of any optional redemption of any Notes will be given to Holders sent at their addresses, as shown in the Security Register for the Notes, least 10 but not more than 60 nor less than 15 days prior before the redemption date to each holder of record of the date fixed for redemptionSecurities to be redeemed at its registered address. The notice of redemption for the Securities will specifystate, among other itemsthings, the Redemption Dateseries and amount of Securities to be redeemed, the Redemption Price redemption date, the redemption price and the principal amount place or places that payment will be made upon presentation and surrender of the Notes held by such Holder Securities to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Securities that have been called for redemption at the redemption date. If all or less fewer than all of the Notes Securities are to be redeemed at the option of the Companyany time, the Company will notify the Trustee at least not more than 45 days prior to giving notice of the redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Datedate, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation particular Securities or portions thereof and if the Company has requested that the Trustee give to the Holders the notice of for redemption required by Section 1104 of the Base Indenture, such notice from the Company outstanding Securities not previously called shall be given to selected in accordance with the Trustee at such time as shall permit the Trustee to include notice procedures of the Redemption Price in such notice of redemptionDTC. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior obligation to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of calculate any redemption price or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partpremium.

Appears in 3 contracts

Sources: Sixth Supplemental Indenture (Vmware, Inc.), Fifth Supplemental Indenture (Vmware, Inc.), Fourth Supplemental Indenture (Vmware, Inc.)

Optional Redemption. At any time prior to The Borrower will have the Par Call Date, option of prepaying the Company may redeem the Notes at its optionoutstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and twenty percent (120%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption PriceAmount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, must be given on the first business day following twenty (20) consecutive trading days (“Lookback Period”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and (ii) the sum Equity Conditions have been in effect. A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of the Principal Amount or interest accrued as of for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.

Appears in 3 contracts

Sources: Convertible Security Agreement (Andalay Solar, Inc.), Convertible Security Agreement (Andalay Solar, Inc.), Convertible Security Agreement (Westinghouse Solar, Inc.)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes at its optionany time at the option of the Issuer, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption DatePrice. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the CompanyIssuer, the Company Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company The Issuer shall give the Trustee notice of the related Redemption Price Make-Whole Amount promptly after the calculation thereof and if the Company Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Original Indenture, such notice from the Company Issuer shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption PriceMake-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of whole or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 3 contracts

Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. At any time prior to The Borrower will have the Par Call Date, option of prepaying the Company may redeem the Notes at its optionoutstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and fifty percent (150%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption PriceAmount”). B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing and include proof of funds to pay for the Optional Redemption (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than twenty (20) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) equal to during which all of the greater of Equity Conditions [until six months after the Original Issue Date, except for part (c) and (i) the principal amount of the Notes being redeemed, and (ii) the sum definition of the present values Equity Conditions] have been in effect. A Notice of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.

Appears in 2 contracts

Sources: Convertible Note and Class a Warrant Agreement (Attitude Drinks Inc.), Secured Convertible Note (Attitude Drinks Inc.)

Optional Redemption. At any time prior to Commencing six (6) months after the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and twenty-five percent (125%) of the Principal amount to be redeemed (or, if the average VWAP of the Common Stock for the ten trading days immediately prior to the date the Notice of Redemption is given is $5.00 or more, 100% of the Principal amount to be redeemed), together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption PriceAmount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and Equity Conditions have been in effect (ii) other than the sum requirement to obtain the Stockholder Approval). A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of the Principal Amount or interest accrued as of for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to Period. On the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay Redemption Amount, less any portion of the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to Redemption Amount against which the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on has permissibly exercised its conversion rights (whether before or after the Par Call Dategiving of the Notice of Redemption), shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred to in as set forth herein, then (i) such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right Notice of the Holders of such Notes from and after the Redemption Date will be null and void, (ii) Borrower will have no right to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. deliver another Notice of any optional redemption of any Notes will Redemption, and (iii) Borrower’s failure may be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held deemed by such Holder to be redeemed. If all or less than all a non-curable Event of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partDefault.

Appears in 2 contracts

Sources: Convertible Security Agreement (Echo Therapeutics, Inc.), Convertible Security Agreement (Echo Therapeutics, Inc.)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 45 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed . (b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date referred to in such notice, such Notes will cease to bear interest is on or after a Record Date and on or before the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending Note 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate) ). The redemption price will be equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if such notes matured on after the Par Call related Redemption Date but for the redemption thereof (not including any portion of such payments redemption, exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 20 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.

Appears in 2 contracts

Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 30 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date . (b) At any time on and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon tointerest, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of on the Notes called for redemption shall have been made available on to the Redemption Date referred (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. . (d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to Maturity (the date of such redemption, at a redemption price (the “Redemption PriceDate) ). The Redemption Price will be equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) 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 ), using a rate equal to the Reinvestment Treasury Rate plus 25 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if Date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.

Appears in 2 contracts

Sources: Second Supplemental Indenture (Intel Corp), Note Agreement (Intel Corp)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed . (b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date referred to in such notice, such Notes will cease to bear interest is on or after a Record Date and on or before the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending Note 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. At any time prior to the Par Call Date, the Company The Notes may redeem the Notes at its option, be redeemed in whole or from time to time in partpart at the option of the Issuer on or after January 19, 2018 (such redemption, an “Optional Redemption”) at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, payable in cash and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon interest, including Additional Interest, if any, to, but excluding, the applicable Optional Redemption Date. If notice of redemption has been given as provided , or, in the Indenture case of a Default by the Issuer in the payment of the Optional Redemption Price, the day on which such Default is no longer continuing; provided, however, that if the Notes are redeemed on a date that is after a Regular Record Date and funds for prior to the redemption corresponding Interest Payment Date, the accrued interest payable in respect of such Interest Payment Date shall not be payable to Holders of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and whom the principal amount of the Notes held by such Holder being redeemed pursuant to be redeemed. If all or less than all the Optional Redemption is paid, and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on the relevant Regular Record Date for the corresponding Interest Payment Date. For the avoidance of doubt, the Issuer may not redeem any Notes are to in an Optional Redemption unless all accrued and unpaid interest thereon has been or is simultaneously paid (or will be redeemed paid at the option of next Interest Payment Date in accordance with the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (immediately preceding sentence) for all semi-annual interest periods or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption portions thereof terminating prior to the Par Call Redemption Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Note Purchase Agreement (Amarin Corp Plc\uk), Indenture (Amarin Corp Plc\uk)

Optional Redemption. At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Supplemental Indenture (Liberty Property Limited Partnership), Fifth Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. At any time prior to the Par Call DateMarch 15, 2022, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including Redemption Price. At any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed time on or after the Par Call DateMarch 15, 2022, the Redemption Price Notes will be redeemable at the option of the Company, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not less than 30 days nor more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the The Company shall give the Trustee notice of the related Redemption Price Make-Whole Amount promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption PriceMake-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate) ). The redemption price will be equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if such notes matured on after the Par Call related Redemption Date but for the redemption thereof (not including any portion of such payments redemption, exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 15 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.

Appears in 2 contracts

Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. At In the event that as a result of any time prior change in, or amendments to, any laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein) or any change in, or amendments to, an official position regarding the application of such laws, regulations or rulings, which change or amendment is announced or becomes effective thereunder after January 9, 2001, the Company has become or, based upon a written opinion of independent counsel selected by the Company, will become obligated to the Par Call Datepay, with respect to a series of Securities, any Additional Amounts, the Company may redeem the Notes at its optionredeem, in whole or from time to time in partaccordance with this Article Eleven, at a redemption price (all, but not less than all, the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion Securities of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) series at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record any time at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus thereof, together with accrued and unpaid interest thereon tothereon, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on to the Redemption Date referred (subject to in such notice, such Notes will cease the rights of holders of record on the relevant Regular Record Date that is prior to bear the Redemption Date to receive interest on the date fixed for such redemption specified in such notice and relevant Interest Payment Date). SECTION 14. For the only right sole benefit of the Holders of such Notes from and after the Redemption Date will 2006 Senior Notes, a new Section 1108 shall be added to receive payment the Indenture and, for the sole benefit of the Redemption Price Holders of the 2010 Senior Notes and Senior Debentures, the Fourth Supplemental Indenture shall be amended to add a new Section 11A which shall add a new Section 1108 to the Indenture as follows: (a) Exchange Notes or Exchange Debentures may from time to time be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and deliver said Exchange Notes or Exchange Debentures, upon surrender cancellation of an equal amount of Restricted Securities tendered in exchange, upon a Company Order without further action by the Company. (b) No exchange of 2006 Senior Notes, 2010 Senior Notes or Senior Debentures for Exchange Notes or Exchange Debentures, as the case may be, shall occur until a Registration Statement shall have been declared effective by the Commission and any 2006 Senior Notes, 2010 Senior Notes or Senior Debentures that are exchanged for Exchange Notes or Exchange Debentures shall be cancelled by the Trustee. SECTION 15. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIFTH SUPPLEMENTAL INDENTURE. SECTION 16. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. SECTION 17. Except as herein amended with respect to the 2006 Senior Notes, 2010 Senior Notes and the Senior Debentures, all applicable terms, conditions and provisions of the Indenture, as supplemented, shall continue in full force and effect and shall remain binding and enforceable in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partrespective terms.

Appears in 2 contracts

Sources: Supplemental Indenture (CBS Corp), Fifth Supplemental Indenture (Viacom International Inc /De/)

Optional Redemption. At any time prior to Commencing six (6) months after the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred percent (100%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the “Redemption PriceAmount”). B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days (the “Lookback Period”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and (ii) the sum Equity Conditions have been in effect. A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.

Appears in 2 contracts

Sources: Convertible Security Agreement (Reign Sapphire Corp), Convertible Security Agreement (Reign Sapphire Corp)

Optional Redemption. (a) The provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes. (b) At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or and from time to time time, the Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes to be redeemed, at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being to be redeemed, and or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof thereon (not including any portion of such payments exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the Reinvestment Treasury Rate plus 25 basis points, plus, in each either case, accrued and unpaid interest thereon to, but excludingnot including, the Redemption DateDate for such Notes; provided, however, that if the Redemption Date falls is after a Regular Record Date and on or prior to the a corresponding Interest Payment Date, the Company will pay the full amount of such accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available paid on the Redemption Date referred to in such notice, such Notes will cease to bear interest the holder of record on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Regular Record Date. (c) On and after the Redemption Date for such Notes, interest will be cease to receive accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, the Redemption Price and the principal amount of the Notes held by accrued and unpaid interest, if any, on such Holder to be redeemedNotes. If all or less than all of the Notes are to be redeemed at the option of the Companyredeemed, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed shall be selected by the Trustee by such method as the Trustee and their Redemption Date. In connection with the Depositary deems appropriate; provided, however, that in no event, shall Notes of a principal amount of $1,000 or less be redeemed in part. (d) Notice of any redemption prior shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Par Call DateNotes to be redeemed; provided, the Company shall give however, that if the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee is asked to give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company it shall be given to the Trustee notified in writing of such request at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 least 15 days prior to the date of redemptionthe giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes to be redeemed in part. Neither called for redemption shall become due and payable on the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning Redemption Date and at the opening of business 15 days before any selection of Notes to be redeemed applicable Redemption Price, plus accrued and ending at unpaid interest, if any, to, but not including, the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.

Appears in 2 contracts

Sources: Third Supplemental Indenture (Schwab Charles Corp), Third Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. At any time prior to The Senior Notes will be redeemable, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole at any time or in part from time to time in part(a “Redemption Date”), at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Senior Notes being redeemed, and to be redeemed or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (redeemed, not including any portion of such the payments of interest accrued as of the such Redemption Date) , discounted to the such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Treasury Rate, plus 25 20 basis points, plus, as calculated by an Independent Investment Banker; plus in each case, accrued and unpaid interest thereon on the Senior Notes to be redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If the Company has given notice of redemption has been given as provided in the Original Indenture and made funds available for the redemption of the any Senior Notes called for redemption shall have been made available on the Redemption Date referred to in such that notice, such those Senior Notes will cease to bear interest on that Redemption Date. Any interest accrued to the date fixed for such redemption will be paid as specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice The Company will give written notice of any optional redemption of any Senior Notes will be given to Holders of the Senior Notes to be redeemed at their addresses, as shown in the Security Register for the Senior Notes, at least 30 days and not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Datedate fixed for redemption, the Redemption Price redemption price and the aggregate principal amount of the Senior Notes held by such Holder to be redeemed. If all or the Company chooses to redeem less than all of the Senior Notes, the particular Senior Notes are to be redeemed at the option of the Company, the Company will notify shall be selected by the Trustee at least not more than 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating will select the Redemption Price. The Trustee shall selectmethod in its sole discretion, in such manner as it shall deem fair appropriate and appropriatefair, no less than 60 days prior to for the date of redemption, the Senior Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Fifth Supplemental Indenture (Principal Financial Group Inc), Senior Notes Indenture (Principal Financial Group Inc)

Optional Redemption. At any time prior The Senior Notes shall be subject to ------------------- redemption at the Par Call Date, option of the Company may redeem the Notes at its optionOperating Partnership, in whole or in part, at any time, and from time to time in parttime, at a redemption price (the “Redemption Price”) equal to the greater sum of (i) the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof Make-Whole Amount (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiumdefined below), if any, due on with respect to such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Senior Notes are redeemed on or after the Par Call Date(together, the "Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption DatePrice"). If notice of redemption has been given as provided in the Original Indenture and funds for the redemption of the any Senior Notes called for redemption shall have been made available on the Redemption Date redemption date referred to in such notice, such Senior Notes will shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will redemption date shall be to receive payment of the Redemption Price upon surrender of such Senior Notes in accordance with such notice. Notice of any optional redemption of any Senior Notes will shall be given to Holders at their addresses, as shown in the Security Register security register for the Senior Notes, not less than 30 nor more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will shall specify, among other items, the Redemption DateSenior Notes to be redeemed, the Redemption Price and the principal amount of the Senior Notes held by such Holder to be redeemed. If all or less than all of the Senior Notes are to be redeemed at the option of the CompanyOperating Partnership, the Company Operating Partnership will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Senior Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Pricedate. The Trustee shall select, pro rata, by lot or in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Senior Notes to be redeemed in whole or in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Senior Notes during a period beginning at the opening of business 15 days before any selection of Notes to may be redeemed and ending at in part in the close authorized denomination of business on $1,000 or in any integral multiple thereof; provided, that, in the day case of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for a partial redemption, except until the unredeemed portion Private Placement -------- Legend shall have been removed therefrom, the remaining principal amount of any Note being redeemed in part.Senior Notes owned by any Holder or beneficial owner shall not be less than $100,000. As used herein:

Appears in 2 contracts

Sources: Supplemental Indenture (Cp LTD Partnership), Supplemental Indenture (Cp LTD Partnership)

Optional Redemption. At any time prior to The Company shall have the Par Call Date, the Company may redeem the Notes at its optionright, in whole its ------------------- sole discretion, to redeem (an "Optional Redemption") all or from time to time in parta portion of the aggregate amount of principal of this Note, at a redemption price (the “Redemption Price”) equal to the greater of together with accrued but unpaid interest thereon, as follows: (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice delivery of any optional redemption of any Notes will be given to Holders at their addresses, as shown in Exchange Notice the Security Register Exchange Price for the Notes, not more than 60 nor BLCI Stock is less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call DateFloor Exchange Price, the Company shall give have the Trustee notice right to effect an Optional Redemption of the related principal amount, and accrued interest thereon, sought to be exchanged by the Holder as of such Exchange Date, at the Optional Redemption Price promptly therefor on the date ten (10) days after the calculation proposed Exchange Date, or first business day thereafter (an "Optional Redemption Date" with respect to an Exchange Date). The Company must exercise its right to effect such Optional Redemption by written notice thereof and if given to the Holder, on or before 8:00 p.m., New York time, on the next business day following the date of delivery of such Exchange Notice. Notice of such Optional Redemption, once given, shall obligate the Company has requested that to make the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base IndentureOptional Redemption specified therein. (ii) If a Standstill Period continues for more than ninety (90) days, such notice from the Company shall have the right to effect an Optional Redemption of the unpaid principal amount of this Note at the Optional Redemption Price therefor on the date ten (10) days after the delivery of written notice to such effect, or first business day thereafter (an "Optional Redemption Date" with respect to a Standstill Period); provided, that the Purchaser shall be entitled to receive as Exchange Shares, calculated at the Exchange Price therefor, as Purchaser may be eligible to purchase on such date, with a pro tanto reduction in the Optional Redemption Price payable on such date. The Company must exercise its right to effect such Optional Redemption by written notice thereof given to the Trustee at Holder, on or before 8:00 p.m., New York time, within ten (10) business days following the termination of such time as 90 day period. Notice of such Optional Redemption, once given, shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither obligate the Company nor to make the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partOptional Redemption specified therein.

Appears in 2 contracts

Sources: Note Purchase Agreement (Reschke Michael W), Note Purchase Agreement (Reschke Michael W)

Optional Redemption. At any time prior to Commencing on the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and twenty-five percent (125%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption PriceAmount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) equal during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the greater of Holder. If during the Redemption Period, Borrower announces or engages in a Fundamental Transaction, the Holder may elect, at Holder’s option, to exercise its rights under Section 5(d) herein. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) the principal amount such Notice of the Notes being redeemedRedemption will be null and void, and (ii) Borrower will have no right to deliver another Notice of Redemption. In the sum of event the present values of the remaining scheduled payments of principal and interest on the Notes Equity Conditions cease to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or effect prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.

Appears in 2 contracts

Sources: Convertible Security Agreement (iHookup Social, Inc.), Convertible Security Agreement (iHookup Social, Inc.)

Optional Redemption. At any time prior The Company will have the option of redeeming the Note and Put Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) equal to the greater sum of (i) money determined by multiplying the principal amount of the Note or Put Note by 130% together with accrued but unpaid interest thereon ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Put Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within three (3) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note and Put Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the sixth business day after the Redemption Date. In the event the Company fails to pay the Redemption Amount by such date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption. Such failure will also be deemed an Event of Default under the Note and Put Note. Any Notice of Redemption must be given to all holders of Notes being redeemedand Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the sum Company Shares issuable upon conversion of the present values of the remaining scheduled payments of full outstanding Note and Put Note principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued are included in a registration statement effective as of the Redemption DateDate and the average closing price of the common stock on the Principal Market for the twenty-two (22) discounted consecutive trading days prior to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100is not less than 300% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided Conversion Price in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available effect on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of daily trading volume during such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticeperiod is not less than 600,000 Common Shares per day. Only one Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall may be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partSubscriber.

Appears in 2 contracts

Sources: Subscription Agreement (Cambio Inc), Subscription Agreement (Telynx Inc)

Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100110% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with a portion of a Note for which notice of conversion has been given as provided in by the Indenture and funds for Subscriber. A Notice of Redemption must be accompanied by a certificate signed by the redemption chief executive officer or chief financial officer of the Notes called for redemption shall have been made available Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment of effect an Optional Redemption, and at the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other itemsSubscription's election, the Redemption Date, the Amount will be deemed a Mandatory Redemption Price Payment and the principal amount of the Notes held by such Holder to Optional Redemption Payment Date will be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their deemed a Mandatory Redemption Payment Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Subscription Agreement (NCT Group Inc), Subscription Agreement (NCT Group Inc)

Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes. (b) At any time prior to before the Par Call Date, the Company may redeem the Notes at its optionshall be redeemable, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes being redeemed, and to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) 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 using a discount rate equal to the Reinvestment Treasury Rate plus 25 35 basis points, plus, in the case of each caseof clause (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed Notes. (c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price will be equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in for such noticeNotes. (d) On and after any Redemption Date for the Notes, such Notes interest will cease to bear interest accrue on Notes or any portion thereof called for redemption, unless the date fixed for such redemption specified Company defaults in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register relevant Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on such Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issueselected in accordance with the procedures of the Depositary; provided, register the transfer however, that in no event shall Notes of a principal amount of $2,000 or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to less be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part. (e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.

Appears in 2 contracts

Sources: Sixth Supplemental Indenture (Hewlett Packard Enterprise Co), Senior Notes Indenture (Juniper Networks Inc)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to Maturity (the date of such redemption, at a redemption price (the “Redemption PriceDate) ). The Redemption Price will be equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) 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 ), using a rate equal to the Reinvestment Treasury Rate plus 25 20 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if Date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.

Appears in 2 contracts

Sources: Second Supplemental Indenture (Intel Corp), Note Agreement (Intel Corp)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed . (b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date referred is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. . (d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 40 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed . (b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date referred to in such notice, such Notes will cease to bear interest is on or after a Record Date and on or before the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending Note 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 15 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if after the related Redemption Date but for such notes matured redemption (assuming, for this purpose, that the Notes mature on the Par Call Date but for the redemption thereof (not including any portion of such payments Date), exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Reinvestment Treasury Rate plus 25 20 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice Notwithstanding the foregoing, installments of redemption has been given interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available close of business on the Redemption Date referred relevant record date according to in such notice, such the Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business least 15 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.

Appears in 2 contracts

Sources: Seventh Supplemental Indenture (Hewlett Packard Enterprise Co), Seventh Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. At The Securities are redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, maturity in whole or from time to time in part, on a date fixed by the Company for such redemption (the “Redemption Date”) and at a redemption price (the “Redemption Price”) equal to 100% of the greater principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is required to be paid pursuant to the immediately following paragraph. However, if the Redemption Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of (i) business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Notes being redeemedSecurities plus accrued and unpaid interest up to but not including the Redemption Date. The Company will calculate the Make-Whole Premium, and if any, in good faith, applying the Treasury Rate determined as set forth in the definition thereof. The amount of the Make-Whole Premium is equal to the excess, if any, of: (iii) the sum of the present values values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes matured on after the Par Call Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the redemption thereof (not including any portion amount of such payments the next succeeding scheduled interest payment will be reduced by the amount of interest accrued as of thereon to the Redemption Date); and (B) discounted the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Reinvestment Treasury Rate (as defined below) plus 25 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Fifth Supplemental Indenture (Transocean Ltd.), Fourth Supplemental Indenture (Transocean Ltd.)

Optional Redemption. (a) At any time prior to (i) the Par Call DateDate (as defined below) in respect of a series of Fixed Rate Notes other than the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes and (ii) the Stated Maturity with respect to the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes, the Company may redeem the Fixed Rate Notes at its optionof such series, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Fixed Rate Notes being redeemed, to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on the Fixed Rate Notes to be redeemed that would be due if such notes matured on from the Redemption Date to either (A) the Par Call Date but for the redemption thereof (not including any portion of such payments series of interest accrued as Fixed Rate Notes other than the 2-Year Fixed Rate Notes or the 3-Year Fixed Rate Notes or (B) the Stated Maturity in the case of the Redemption Date) 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes, 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 Reinvestment applicable Treasury Rate plus 25 basis pointsthe Make-Whole Basis Points applicable to such series of Fixed Rate Notes, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiuminterest, if any, due on such Interest Payment the principal amount of the Fixed Rate Notes being redeemed to but excluding the Redemption Date (the "Fixed Rate Make Whole Redemption Price"). (b) Subject to the Holder of record immediately following sentence, at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed any time on or after the Par Call DateDate in respect of a series of Senior Notes, the Redemption Price will be Company may redeem Senior Notes of such series, in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes being redeemed redeemed, plus any interest accrued and unpaid interest thereon but not paid to, but excluding, the applicable Redemption Date (such redemption, a "Par Call"). The 18-Month Floating Rate Notes, the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes shall not be subject to a Par Call. (c) In the event of a redemption where the Fixed Rate Make Whole Redemption Price is payable, the Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. If notice . (d) Notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes mailed or otherwise delivered in accordance with such notice. Notice the applicable procedures of any optional redemption the Depository in accordance with Section 11.04 of any Notes will be given to Holders the Base Indenture at their addresses, as shown in the Security Register for the Notes, least fifteen (15) but not more than 60 nor less than 15 sixty (60) days prior to the date fixed for redemption. The notice of redemption will specify, among other items, before the Redemption Date, the Redemption Price and the principal amount to each Holder of the Senior Notes held by such Holder to be redeemed. If all or less than all of the Senior Notes then Outstanding of any series are to be redeemed at the option of the Companyredeemed, the Company Trustee will notify select the Trustee at least 45 days prior to giving notice of redemption (particular Senior Notes or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection portions thereof in accordance with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 11.03 of the Base Indenture, such notice from . (e) For the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice purposes of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionthis Section, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.terms below are defined as follows:

Appears in 2 contracts

Sources: Supplemental Indenture (Cigna Corp), Supplemental Indenture (Halfmoon Parent, Inc.)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate) ). The redemption price will be equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if such notes matured on after the Par Call related Redemption Date but for the redemption thereof (not including any portion of such payments redemption, exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.

Appears in 2 contracts

Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 45 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed . (b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date referred is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. . (d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 40 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed . (b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date referred is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. . (d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. At The Company will have the option of redeeming any time prior ------------------- outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption Section 2.1(b)(ii) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.

Appears in 2 contracts

Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)

Optional Redemption. At any time prior to the Par Call DateJuly 1, 2020, the Company Issuer may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including Redemption Price. At any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed time on or after the Par Call DateJuly 1, 2020, the Redemption Price Notes will be redeemable at the option of the Issuer, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not less than 30 days nor more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the CompanyIssuer, the Company Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company The Issuer shall give the Trustee notice of the related Redemption Price Make-Whole Amount promptly after the calculation thereof and if the Company Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company Issuer shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption PriceMake-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company Issuer nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 15 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) pursuant to the following terms: At any time before May 15, 2029 (the “Par Call Date”), the redemption price will be equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if after the related Redemption Date but for such notes matured redemption (assuming, for this purpose, that the Notes mature on the Par Call Date but for the redemption thereof (not including any portion of such payments Date), exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Reinvestment Treasury Rate plus 25 35 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be Issuer may redeem Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice Notwithstanding the foregoing, installments of redemption has been given interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available close of business on the Redemption Date referred relevant record date according to in such notice, such the Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business least 15 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.

Appears in 2 contracts

Sources: Sixth Supplemental Indenture (Hewlett Packard Enterprise Co), Senior Notes Indenture (Juniper Networks Inc)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 40 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed . (b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date referred is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. . (d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed . (b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date referred is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. . (d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem all or, from time to time, a part of the Notes Notes, at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) prices equal to the greater 100% of (i) the principal amount of the Notes being redeemedredeemed plus accrued interest, and if any, to the redemption date, plus the excess of: (iia) as determined by the calculation agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments payment of interest accrued as on the date of redemption, from the Redemption Date) redemption date to the maturity date, discounted to the Redemption Date redemption date on a semi-annual basis A-7 (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to over (b) 100% of the principal amount of the Notes being redeemed plus redeemed. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest thereon tointerest, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior paid to the date fixed for redemption. The notice of redemption will specify, among other items, Person in whose name the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as Note is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending registered at the close of business on such record date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the day Issuer. In the case of mailing any partial redemption, the relevant Trustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption; or (ii) register redemption relating to that Note will state the transfer portion of or exchange any Note, or portion thereof, called for redemption, except the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or in the case of any Note being redeemed Definitive Notes, issued in partthe name of the Holder thereof upon cancellation of the original Note.

Appears in 2 contracts

Sources: Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA)

Optional Redemption. At any time prior to The Borrower will have the Par Call Date, option of redeeming the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the outstanding principal amount of the Notes being redeemedNote ("Optional Redemption"), subject to the other payment provisions herein, by paying to the Purchaser 110% of such principal amount together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Purchaser arising under this Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption (“Notice of Redemption”) is delivered to a Purchaser ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which a Notice of Conversion has been given by the Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the following sentence. The Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Borrower a Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. The Redemption Amount must be paid in good funds to the Purchaser no later than the seventh (7th) business day after the Redemption Date (“Optional Redemption Payment Date”). In the event the Borrower fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void. A Notice of Redemption may be given by the Borrower, provided (i) no Event of Default as described in the Note shall have occurred or be continuing; and (ii) the sum Note Shares issuable upon conversion of the present values of the remaining scheduled payments of full outstanding Note principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but are included for the redemption thereof (not including any portion of such payments of interest accrued unrestricted resale in a registration statement effective as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Convertible Note (Metropolitan Health Networks Inc), Convertible Note (Metropolitan Health Networks Inc)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 15 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) pursuant to the following terms: At any time before November 10, 2025 (the “Par Call Date”), the redemption price will be equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if after the related Redemption Date but for such notes matured redemption (assuming, for this purpose, that the Notes mature on the Par Call Date but for the redemption thereof (not including any portion of such payments Date), exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Reinvestment Treasury Rate plus 25 15 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice Notwithstanding the foregoing, installments of redemption has been given interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available close of business on the Redemption Date referred relevant record date according to in such notice, such the Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business least 15 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.

Appears in 2 contracts

Sources: Seventh Supplemental Indenture (Hewlett Packard Enterprise Co), Seventh Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100125% of the principal amount of the Notes being redeemed plus portion of the Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption has been ("Notice of Redemption) is given as provided to a Subscriber ("Redemption Date"). The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber not later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Note proceeds may not be used to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.

Appears in 2 contracts

Sources: Subscription Agreement (Bravo Foods International Corp), Subscription Agreement (Bravo Foods International Corp)

Optional Redemption. At any time prior (a) Prior to the Applicable Par Call Date, the Company may at its option redeem the Notes at its optionof a series, in whole or from time to time in part, at any time or from time to time, at a redemption price (Redemption Price in respect of the “Redemption Price”) Notes to be redeemed equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date therefor: (i) 100% of the aggregate principal amount of the such Notes being redeemed, and redeemed on such Optional Redemption Date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the such Notes to be being redeemed that would be due if the series of such notes Notes to be redeemed matured on the Applicable Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the to such Optional Redemption Date) discounted to the such Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 basis pointsthe Applicable Spread for the series of such Notes to be redeemed. (b) On and after the Applicable Par Call Date, plusthe Company may at its option redeem the Notes of a series, in each casewhole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the aggregate principal amount of such Notes being redeemed, plus accrued and unpaid interest thereon thereon, if any, to, but excluding, the Redemption Date; provided, however, that if the Optional Redemption Date falls after therefor. (c) If the Company redeems Notes of a Regular Record series at its option, then (a) notwithstanding the foregoing (and without duplication), installments of interest on the Notes of such series that are due and payable on any Interest Payment Date and falling on or prior to an Optional Redemption Date for the corresponding Interest Payment Date, the Company Notes of such series will pay the full amount of accrued and unpaid interest and premium, if any, due be payable on such that Interest Payment Date to the Holder Holders thereof as of record at the close of business on the corresponding Regular Record Date immediately preceding such Interest Payment Date. Notwithstanding , according to the foregoing, if terms of the Notes are redeemed on or after of such series and the Par Call Date, Indenture and (b) the Redemption Price will for such Notes will, if applicable, be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available calculated on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right basis of the Holders a 360-day year consisting of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the twelve 30-day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partmonths.

Appears in 2 contracts

Sources: Fourth Supplemental Indenture (Essential Utilities, Inc.), Third Supplemental Indenture (Aqua America Inc)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 30 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date . (b) At any time on and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon tointerest, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of on the Notes called for redemption shall have been made available on to the Redemption Date referred (subject to the right of Holders of record on the relevant ant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. . (d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. At any time prior to the Par Call Date, the The Company may redeem the Notes prepay this Note at its optionany time, in whole or from time to time in part, without penalty or premium. If within six (6) months of the date of issue of this Note, the Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (collectively, the “Redemption Amount”), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) of any fees it received from the Company on the date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption price (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption PricePayment Date), which date shall be within ten (10) equal to the greater of (i) the principal amount business days of the Notes being redeemed, and (ii) the sum date of the present values Notice of Redemption (the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of “Redemption Period”). On the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company will fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in such noticeaddition to this Note, such Notes will cease to bear interest on are outstanding (collectively, the date fixed for such redemption specified in such notice “Outstanding Notes”) and the only right of the Holders of such Notes from and after the Redemption Date will be Company pursuant to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given this Section 1.4 elects to Holders at their addressesmake an Optional Redemption, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, then the Company shall give take the Trustee notice same action with respect to all Outstanding Notes and make such payments to all holders of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of Outstanding Notes on a pro rata basis based upon the Redemption Price in such notice Amount of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any each Outstanding Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Note Agreement (Micro Component Technology Inc), Note Agreement (Micro Component Technology Inc)

Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of: (i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 30 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date . (b) At any time on and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon tointerest, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of on the Notes called for redemption shall have been made available on to the Redemption Date referred (subject to in such notice, such Notes will cease to bear interest the right of Holders of record on the date fixed for such redemption specified in such notice and relevant Record Date to receive interest due on the only right of relevant Interest Payment Date). (c) If the Holders of such Notes from and after the optional Redemption Date will be to receive payment of is on or after a Record Date and on or before the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending Note 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)

Optional Redemption. (a) The provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes. (b) At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or and from time to time time, the Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes to be redeemed, at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being to be redeemed, and or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof thereon (not including any portion of such payments exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the Reinvestment Treasury Rate plus 25 basis points, plus, in each either case, accrued and unpaid interest thereon to, but excludingnot including, the Redemption DateDate for such Notes; provided, however, that if the Redemption Date falls is after a Regular Record Date and on or prior to the a corresponding Interest Payment Date, the Company will pay the full amount of such accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available paid on the Redemption Date referred to in such notice, such Notes will cease to bear interest the holder of record on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Regular Record Date. (c) On and after the Redemption Date for such Notes, interest will be cease to receive accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, the Redemption Price and the principal amount of the Notes held by accrued and unpaid interest, if any, on such Holder to be redeemedNotes. If all or less than all of the Notes are to be redeemed at the option of the Companyredeemed, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give be selected by the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that by such method as the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem deems fair and appropriate; provided, however, that in no event, shall Notes of a principal amount of $1,000 or less be redeemed in part. (d) Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the date of redemptionthe giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes to be redeemed in part. Neither called for redemption shall become due and payable on the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning Redemption Date and at the opening of business 15 days before any selection of Notes to be redeemed applicable Redemption Price, plus accrued and ending at unpaid interest, if any, to, but not including, the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.

Appears in 2 contracts

Sources: Second Supplemental Indenture (Schwab Charles Corp), Second Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. At This Note may be redeemed in whole or in part upon not less than 30 nor more than 60 days' notice, at any time and from time to time prior to the Par Call Stated Maturity, at the option of the Company at the redemption price of $1,000 per $1,000 principal amount of Notes, plus any interest accrued but not paid prior to (but not including) the Optional Redemption Date, if both of the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of following have occurred: (i) payment in full by the principal amount Company of the Non-Convertible Notes being redeemedincluding without limitation, accrued but unpaid interest, pre-payment penalties, fees or other expenses due thereunder and (ii) the sum New Conversion Rights Date. Unless the Company defaults in the payment of the present values of the remaining scheduled payments of principal and Redemption Price, interest will cease to accrue on the Notes to be redeemed that would be due if such notes matured or portions thereof called for redemption on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less fewer than all of the Notes are to be redeemed at the option of the Companyredeemed, the Company will notify Trustee shall select the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of particular Notes to be redeemed and their Redemption Datefrom the outstanding Notes by the methods as provided in the Indenture. In connection If any Note selected for partial redemption is converted in part before termination of the conversion right with any redemption prior respect to the Par Call Dateportion of the Note so selected, the Company converted portion of such Note shall give be deemed to be the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested portion selected for redemption (provided, however, that the Trustee give Holder of such Note so converted and deemed redeemed shall not be entitled to the Holders the notice any additional interest payment as a result of such deemed redemption required by Section 1104 than such Holder would have otherwise been entitled to receive upon conversion of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemptionNote). The Trustee shall Notes which have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes been converted during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. On and ending at after the close Redemption Date, interest ceases to accrue on Notes or portions of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, Notes called for redemption, except unless the unredeemed portion Company defaults in the payment of any Note being redeemed the Redemption Price and accrued and unpaid interest. Notice of redemption will be given by the Company to the Holders as provided in partthe Indenture.

Appears in 2 contracts

Sources: Indenture (PRG Schultz International Inc), Indenture (PRG Schultz International Inc)

Optional Redemption. At The Company will have the option of redeeming ------------------- any time prior outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption Section 2.1(b)(ii) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.

Appears in 2 contracts

Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)

Optional Redemption. At any time prior to the Par Call DateMarch 15, 2023, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including Redemption Price. At any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed time on or after the Par Call DateMarch 15, 2023, the Redemption Price Notes will be redeemable at the option of the Company, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not less than 30 days nor more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the The Company shall give the Trustee notice of the related Redemption Price Make-Whole Amount promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption PriceMake-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partpart.t.

Appears in 1 contract

Sources: Third Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. At (a) The provisions of Article 10 of the Base Indenture shall be applicable to the Notes, subject to the provisions of this Section 2.06. (b) The Company may, at its option, redeem the Notes, in whole or in part, at any time prior to September 1, 2040 (the date that is 6 months prior to the maturity date) (the “Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, ”) at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes being redeemed, to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of (or the portion of the principal of) and interest on the Notes to be redeemed that would be have been due if such notes the Notes matured on the Par Call Date but for the redemption thereof (Date, not including any portion of such payments of interest accrued as of and unpaid interest, if any, to the Redemption Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 17.0 basis points, plus, in each case, accrued and unpaid interest thereon interest, if any, on the Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if Date (subject to the Redemption Date falls after a right of Holders of record on the relevant Regular Record Date and to receive interest due on any Interest Payment Date that is on or prior to the corresponding Interest Payment Redemption Date, ). The Company shall give the Company will pay Trustee written notice of the full amount of accrued Redemption Price with respect to any redemption pursuant to this clause (b) promptly after the calculation thereof and unpaid interest and premium, if any, due on the Trustee shall have no responsibility for such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Datecalculation. Notwithstanding the foregoing, if the Notes are redeemed on On or after the Par Call Date, the Company may, at its option, redeem the Notes, in whole or in part, at a Redemption Price will be equal to 100% of the aggregate principal amount of the Notes being redeemed redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes being redeemed to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the Redemption relevant Regular Record Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of interest due on any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days Interest Payment Date that is on or prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date). (c) Any redemption or notice thereof pursuant to this Section 2.06 may, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the Companyan equity offering, the Company will notify the Trustee at least 45 days prior to giving notice other offering, issuance of redemption (indebtedness or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of other transaction or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partevent.

Appears in 1 contract

Sources: Supplemental Indenture (Fidelity National Information Services, Inc.)

Optional Redemption. At The Notes shall be redeemable at any time prior to time, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole or from time to time in part, part on any date prior to maturity (the "Redemption Date") at a redemption price (the “Redemption Price”) equal to the greater 100% of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and thereof plus accrued interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (subject to the right of Holders of record on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid relevant record date to receive interest thereon to, but excluding, the Redemption Date; provided, however, due on an interest payment date that if the Redemption Date falls after a Regular Record Date and is on or prior to the corresponding Interest Payment Redemption Date, the Company will pay the full amount of accrued and unpaid interest and premium) plus a Make-Whole Premium, if any, due on such Interest Payment Date to any (the Holder of record at the close of business on the corresponding Regular Record Date"Redemption Price"). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, In no event shall the Redemption Price will ever be equal to less than 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption The amount of the Notes called Make-Whole Premium with respect to any Note (or portion thereof) to be redeemed shall be equal to the excess, if any, of: (1) the sum of the present values, calculated as of the Redemption Date, of: (a) each interest payment that, but for redemption shall such redemption, would have been made available payable on the Redemption Date referred to in such notice, such Notes will cease to bear Note (or portion thereof) being redeemed on each interest on the payment date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and occurring after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of (excluding any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register accrued interest for the Notes, not more than 60 nor less than 15 days period prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date); and (b) the principal amount that, but for such redemption, would have been payable at the Redemption Price and final maturity of the Note (or portion thereof) being redeemed; over (2) the principal amount of the Notes held by such Holder to be Note (or portion thereof) being redeemed. If all The present values of interest and principal payments referred to in clause (i) above shall be determined in accordance with generally accepted principles of financial analysis. Such present values shall be calculated by discounting the amount of each payment of interest or less than all principal from the date that each such payment would have been payable, but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Yield plus 12.5 basis points. The Make-Whole Premium shall be calculated by an independent investment banking institution of the Notes are to be redeemed at the option of national standing appointed by the Company; provided, however, that if the Company will notify the Trustee fails to make such appointment at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 business days prior to the date Redemption Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation shall be made by Morgan Stanley & Co. Incorporated o▇, ▇▇ s▇▇▇ ▇▇▇m is unwilling or unable to make such calculation, by an independent investment banking institution of redemptionnational standing appointed by the Trustee (in any such case, an "Independent Investment Banker"). The weekly average yields of United States Treasury Notes shall be determined by reference to the most recent statistical release published by the Federal Reserve Bank of New York and designated "H.15(519) Selected Interest Rates" or any successor release (the "H.15 Statistical Release"). If the H.15 Statistical Release sets forth a weekly average yield for United States Treasury Notes having a constant maturity that is the same as the Remaining Term, then the Treasury Yield shall be equal to such weekly average yield. In all other cases, the Notes to be redeemed in part. Neither the Company nor the Trustee Treasury Yield shall be required to: (i) issuecalculated by interpolation, register on a straight-line basis, between the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business weekly average yields on the day United States Treasury Notes that have a constant maturity closest to and greater than the Remaining Term and the United States Treasury Notes that have a constant maturity closest to and less than the Remaining Term and the United States Treasury Notes that have a constant maturity closest to and less than the Remaining Term (in each case as set forth in the H.15 Statistical Release). Any weekly average yields so calculated by interpolation shall be rounded to the nearest 1/100th of mailing 1%, with any figure of 1/200th of 1% or above being rounded upward. If weekly average yields for United States Treasury Notes are not available in the relevant notice H.15 Statistical Release or otherwise, then the Treasury Yield shall be calculated by interpolation of redemption; or (ii) register comparable rates selected by the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partIndependent Investment Banker.

Appears in 1 contract

Sources: First Supplemental Indenture (Seacor Smit Inc)

Optional Redemption. At This Security is redeemable, at the option of the Company, (a) prior to March 17, 2051, at any time prior to the Par Call Datein whole, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) , payable in cash, equal to the greater of: (x) 100% of (i) the principal amount of the Notes being to be redeemed, ; and (iiy) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date for such redemption) scheduled interest and principal payments on this Security (or the portion hereof) to be redeemed (excluding interest accrued to such Redemption Date) ), discounted to the such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Treasury Yield plus 25 basis points, plus, in each case, accrued and case plus unpaid interest thereon that has accrued to, but excluding, such Redemption Date and (b) on or after March 17, 2051, at any time in whole, or from time to time in part, at a Redemption Price, payable in cash, equal to 100% of the principal amount to be redeemed, plus unpaid interest that has accrued to, but excluding, such Redemption Date. If such Redemption Date is after a Regular Record Date for this Security and on or before the related Interest Payment Date, then the payment of interest becoming due on such Interest Payment Date shall be payable, on such Interest Payment Date, to the Holder of record hereof at the close of business on such Regular Record Date, and the Redemption Price shall not include unpaid interest that has accrued to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, . This Security shall not be redeemable by the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given except as provided in the Indenture preceding sentences and funds for the redemption Indenture. This Security shall not be redeemable at the election of any Holder, except to the extent that the principal of, and interest on, this Security may be accelerated in accordance with Article 5 of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right Indenture. For purposes of the Holders of such Notes from and after the Redemption Date will be to receive payment of determining the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given respect to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days redemptions occurring prior to March 17, 2051 the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes following definitions are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.applicable:

Appears in 1 contract

Sources: Seventh Supplemental Indenture (Fidelity National Financial, Inc.)

Optional Redemption. At Subject to the provisions of this Section, at any time prior to after the Par Call 12 month anniversary of the Original Issue Date, the Company may redeem deliver a written notice to the Notes at its optionHolder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, in whole or from time to time in part, at a redemption price (the “Optional Redemption PriceNotice Date”) of its irrevocable election to redeem all of the then outstanding principal amount of this Note for cash in an amount equal to the greater of Optional Redemption Amount on the 60th calendar day following the Optional Redemption Notice Date (i) such date, the principal amount “Optional Redemption Date”, such 60 calendar day period, the “Optional Redemption Period” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may only effect an Optional Redemption if each of the Notes being redeemed, Equity Conditions shall have been met (unless waived in writing by the Holder) on each Trading Day during the period commencing on the Optional Redemption Notice Date through to the Optional Redemption Date and (ii) through and including the sum date payment of the present values Optional Redemption Amount is actually made in full. If any of the remaining scheduled payments of principal and interest on the Notes Equity Conditions shall cease to be redeemed satisfied at any time during the Optional Redemption Period, then the Holder may elect to nullify the Optional Redemption Notice by notice to the Company within three Trading Days after the first day on which any such Equity Condition has not been met (provided that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as if, by a provision of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment DateTransaction Documents, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date is obligated to notify the Holder of record at the close non-existence of business on an Equity Condition, such notice period shall be extended to the corresponding Regular Record Datethird Trading Day after proper notice from the Company) in which case the Optional Redemption Notice shall be null and void, ab initio. Notwithstanding The Company covenants and agrees that it will honor all Notices of Conversion tendered from the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% time of delivery of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Optional Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on Notice through the date fixed for such redemption specified all amounts owing thereon are due and paid in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemptionfull. The notice of redemption will specify, among other items, the Company’s determination to pay an Optional Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder in cash shall be applied ratably to be redeemed. If all or less than all of the Notes are to be redeemed at the option holders of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption then outstanding Notes based on their (or such shorter period as is satisfactory their predecessor’s) initial purchases of Notes pursuant to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partPurchase Agreement.

Appears in 1 contract

Sources: Convertible Security Agreement (AmeriCrew Inc.)

Optional Redemption. At The Company shall not have the right to redeem any time Securities prior to December 1, 2014, except to preserve the Par Call DateCompany’s status as a real estate investment trust. If, at any time, the Company determines that it is necessary to redeem the Securities in order to preserve the Company’s status as a real estate investment trust, the Company may redeem all or any part of the Notes at its option, in whole or from time to time in part, Securities at a redemption price (the “Redemption Price”) payable in cash equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Price plus 25 basis points, plus, in each case, accrued and unpaid interest thereon interest, if any, to, but excluding, the Redemption Date; provided. The Company shall have the right, howeverat the Company’s option, that at any time, and from time to time, on a Redemption Date on or after December 1, 2014, to redeem all or any part of the Securities at a price payable in cash equal to one hundred percent (100%) of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. Upon surrender to the Paying Agent of a Security subject to Redemption, such Security shall be paid, to the Holder surrendering such Security, at the Redemption Price plus accrued and unpaid interest to, but excluding, the Redemption Date, unless the Redemption Date falls is after a Regular Record Date for the payment of an installment of interest and on or prior to before the corresponding related Interest Payment Date, the Company will pay the full amount of in which case accrued and unpaid interest and premiumto, if anybut excluding, due such Interest Payment Date will be paid, on such Interest Payment Date Date, to the Holder of record of such Security at the close of business on the corresponding such Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right Holder surrendering such Security shall not be entitled to any such interest unless such Holder was also the Holder of the Holders record of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partsuch Regular Record Date.

Appears in 1 contract

Sources: Supplemental Indenture (Health Care Reit Inc /De/)

Optional Redemption. At any The Notes may be redeemed at the Issuer’s option in whole or, from time to time, in part prior to the Maturity Date as follows: (a) If the Notes are redeemed before June 1, 2026, (the “Par Call Date, the Company may redeem ”) the Notes at its option, in whole or from time to time in part, will be redeemed at a redemption price (the “Redemption Price”) Price equal to the greater of of: (i) 100% of the principal amount of the Notes being then outstanding to be redeemed, and ; and (ii) the sum sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the present values of the remaining scheduled payments of principal of, and interest on on, the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of to the Redemption Date) ), assuming such Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 basis points, plus, in each case, points (the “Make-Whole Premium”); plus any accrued and unpaid interest thereon on the principal amount of the Notes being redeemed to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if . (b) If the Notes are redeemed on or after the Par Call Date, the Notes will be redeemed at a Redemption Price will be equal to 100% of the principal amount of the Notes then outstanding being redeemed redeemed, plus accrued and unpaid interest thereon on the principal amount of Notes being redeemed to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other itemsincluding, the Redemption Date. (c) If any Redemption Date falls on a day that is not a Business Day, the Redemption Price and the principal amount required payment of the Notes held by such Holder to be redeemed. If all principal, Make-Whole Premium, if any, or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, interest on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that if the next such succeeding Business Day falls on a day in part. Neither the Company nor next succeeding calendar year with respect to a Redemption Date, the Trustee shall be required to: (i) issuepayment of principal, register Make-Whole Premium, if any, or interest on the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business shall be made on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partBusiness Day immediately preceding such Redemption Date on which payment was due.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (CubeSmart, L.P.)

Optional Redemption. At any time prior Prior to January 10, 2028 (the “Applicable Par Call Date”), the Company Issuer may redeem the Notes at its option, in whole or from time to time in part, at any time and from time to time, at a redemption price Redemption Price (the “Redemption Price”expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of of: (i) the principal amount of the Notes being redeemed, and (iiA) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to be redeemed that would be due if such notes the relevant Redemption Date (assuming the Notes matured on the Applicable Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 20 basis pointspoints (such sum to be calculated as set forth in the Indenture); or (ii) 100% of the principal amount of the Notes to be redeemed, plus, in each casethe case of either (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on On or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable relevant Redemption Date. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the Depositary’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption has that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture and funds for the redemption of Indenture, the Notes called for redemption shall have been made available become due and payable on the Redemption Date referred to in such notice, such Notes will cease to bear interest on and at the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the applicable Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticePrice. Notice of any optional redemption of any Notes will may, at the Issuer’s discretion, be given subject to Holders at their addressesone or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as shown an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Security Register for Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the Notes, event that any or all such conditions shall not more than 60 nor less than 15 days have been satisfied or otherwise waived on or prior to the date fixed for redemptionBusiness Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of redemption will specify, among other items, business one Business Day prior to the Redemption DateDate if any such redemption has been rescinded or delayed, and upon receipt the Redemption Price and the principal amount Trustee shall provide such notice to each Holder of the Notes held by such Holder to be redeemed. If all or less than all of in the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders same manner in which the notice of redemption required by Section 1104 was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Base IndentureDepositary. Once notice of redemption is mailed or sent, such notice from the Company shall be given subject to the Trustee at such time as shall permit satisfaction of any conditions precedent provided in the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither called for redemption will become due and payable on the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning Redemption Date and at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (Intel Corp)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate) ). The redemption price will be equal to the greater of of: (i) 100% of the principal amount of the Notes being to be redeemed, and ; or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof thereon (not including any portion of such payments exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), at a rate equal to the Reinvestment sum of the Treasury Rate plus 25 50 basis points, plus, in each either case, accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on interest payment dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date payment date to the Holder registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Companyredeemed, the Company will notify Depositary shall select the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Datein accordance with its operational arrangements. In connection with any redemption prior to If the Par Call DateNotes are not Global Notes held by the Depositary, the Company Notes to be redeemed shall give be selected by the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that by such method as the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the date of redemptionthe giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes to be redeemed in part. Neither called for redemption shall become due and payable on the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning Redemption Date and at the opening of business 15 days before any selection of Notes to be redeemed applicable Redemption Price, plus accrued and ending at unpaid interest, if any, to, but not including, the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.

Appears in 1 contract

Sources: Third Supplemental Indenture (Beckman Coulter Inc)

Optional Redemption. At (a) The Secured Debt shall be redeemable by the Issuer at the written direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager) as follows: (i) in whole (with respect to all Classes of Secured Debt) but not in part on any Business Day after the end of the Non-Call Period from Sale Proceeds, Refinancing Proceeds and/or all other available funds or (ii) in part by Class (with respect to one or more entire Classes of Secured Debt designated by a Majority of the Preferred Shares) on any Business Day after the end of the Non-Call Period from Refinancing Proceeds and/or Partial Refinancing Interest Proceeds; provided that any redemption in part by Class will be in respect of the entire Class or Classes of Secured Debt. In connection with any such redemption, the Secured Debt shall be redeemed at the applicable Redemption Prices and a Majority of the Preferred Shares must provide the above described written direction to the Issuer and the Collateral Trustee not later than thirty (30) days (or such shorter period of time as the Collateral Trustee and the Collateral Manager find reasonably acceptable) prior to the Par Call DateBusiness Day on which such redemption is to be made; provided that all Secured Debt to be redeemed must be redeemed simultaneously. (b) Upon receipt of a notice of any redemption of Secured Debt in whole (from the Collateral Trustee via overnight delivery service) pursuant to Section 9.2(a)(i), the Company Collateral Manager in its sole discretion shall direct the sale (and the manner thereof) of all or part of the Collateral Obligations and Eligible Investments in an amount such that the proceeds from such sale and all other funds available for such purpose in the Collection Account and the Payment Account will be at least sufficient to pay the Redemption Prices of the Secured Debt to be redeemed and to pay all Administrative Expenses (without regard to the Administrative Expense Cap) and Collateral Management Fee due and payable under the Priority of Payments. If such proceeds of such sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem all Secured Debt and to pay such fees and expenses, the Secured Debt may not be redeemed. The Collateral Manager, in its sole discretion, may effect the sale of all or any part of the Collateral Obligations or other Assets through the direct sale of such Collateral Obligations or other Assets or by participation or other arrangement. (c) In addition to (or in lieu of) a sale of Collateral Obligations and/or Eligible Investments in the manner provided above, the Issuer may redeem the Notes at its option, Secured Debt with the consent of the Collateral Manager in whole from Refinancing Proceeds, Sale Proceeds and/or all other available funds, if any, or from time in part by Class (with respect to time in part, at one or more entire Classes of Secured Debt designated by a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount Majority of the Notes being redeemed, Preferred Shares) from Refinancing Proceeds and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plusPartial Refinancing Interest Proceeds, in each case, accrued by obtaining a loan or an issuance or incurrence, as applicable, of replacement securities, whose terms in each case may be negotiated by the Issuer or, upon request of the Issuer, by the Collateral Manager on behalf of the Issuer, from one or more financial institutions or purchasers (any such redemption and unpaid interest thereon torefinancing, but excluding, a “Refinancing”); provided that the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date terms of such Refinancing and on any financial institutions acting as lenders thereunder or prior purchasers thereof must be acceptable to the corresponding Interest Payment Date, Collateral Manager and a Majority of the Company Preferred Shares and such Refinancing must otherwise satisfy the conditions set forth below. Any loans or replacement securities issued in connection with a Refinancing will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date be offered first to the Collateral Manager and the Retention Holder, in such amount that the Collateral Manager or the Retention Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoinghas determined, if the Notes are redeemed on or after the Par Call Datein its sole discretion, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds is required for the U.S. Risk Retention Rules and EU/UK Risk Retention Requirements to be satisfied. (d) In the case of a Refinancing upon a redemption of the Notes called for redemption shall have been made available on the Redemption Date referred Secured Debt in whole but not in part pursuant to in such noticeSection 9.2(a)(i), such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date Refinancing will be to receive payment effective only if (i) the Refinancing Proceeds, all Sale Proceeds from the sale of the Redemption Price upon surrender of such Notes Collateral Obligations and Eligible Investments in accordance with such notice. Notice of any optional redemption of any Notes the procedures set forth herein, and all other available funds will be given at least sufficient to Holders at their addresses, as shown in redeem simultaneously the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are Secured Debt then required to be redeemed at the option respective Redemption Prices thereof, in whole but not in part, and to pay all accrued and unpaid Administrative Expenses (without regard to the Administrative Expense Cap), including, without limitation, the reasonable fees, costs, charges and expenses incurred by the Collateral Trustee, the Loan Agent, the Collateral Administrator and the Collateral Manager (including reasonable attorneys’ fees and expenses) in connection with such Refinancing, (ii) any Sale Proceeds, Refinancing Proceeds and other available funds are used (to the extent necessary) to make such redemption, (iii) none of the CompanyIssuer, the Company will notify Collateral Manager, the Trustee at least 45 days prior Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to giving notice be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of redemption such Refinancing unless such Person has consented to such Refinancing, (or iv) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(b) and Section 2.8(i) and (v) a written opinion of tax counsel of nationally recognized standing in the United States experienced in such shorter period as matters, is delivered to the Collateral Trustee, in form and substance satisfactory to the Collateral Manager and the Collateral Trustee, to the effect that such Refinancing will not result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. (e) In the case of a Refinancing upon a redemption of the Secured Debt in part by Class pursuant to Section 9.2(a)(ii), such Refinancing will be effective only if (i) the S&P Rating Condition has been satisfied with respect to any remaining Secured Debt that were not the subject of the Refinancing, (ii) the Refinancing Proceeds and the Partial Refinancing Interest Proceeds will be at least sufficient to pay in full the aggregate Redemption Prices of the entire Class or Classes of Secured Debt subject to Refinancing, (iii) the Refinancing Proceeds and the Partial Refinancing Interest Proceeds are used (to the extent necessary) to make such redemption, (iv) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(b) and Section 2.8(i), (v) the aggregate principal amount of Notes any obligations providing the Refinancing is no greater than the Aggregate Outstanding Amount of the Secured Debt being redeemed with the proceeds of such obligations plus an amount equal to the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing, (vi) the stated maturity of each class of obligations providing the Refinancing is no earlier than the corresponding Stated Maturity of each Class of Secured Debt being refinanced, (vii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for from the Refinancing Proceeds and Partial Refinancing Interest Proceeds (except for expenses owed to Persons that the Collateral Manager informs the Collateral Trustee will be paid solely as Administrative Expenses payable in accordance with the Priority of Payments; provided that any such fees due to the Collateral Trustee and determined by the Collateral Manager to be paid in accordance with the Priority of Payments shall not be subject to the Administrative Expense Cap), (viii) the weighted average interest rate (based on the aggregate principal amount of the obligations providing the Refinancing and the Benchmark as in effect in the Interest Accrual Period in which the notice of redemption is delivered) with respect to such obligations providing the Refinancing must not exceed the weighted average interest rate (based on the aggregate principal amount of each Class of Secured Debt subject to a Refinancing and the Benchmark as in effect in the Interest Accrual Period in which the notice of redemption is delivered) of the Class or Classes of Secured Debt that are being redeemed pursuant to such Refinancing; provided, for the avoidance of doubt, that Floating Rate Secured Debt may be refinanced with notes or debt bearing a fixed rate of interest and that Fixed Rate Secured Debt may be refinanced with notes or debt bearing a floating rate of interest, (ix) the obligations providing the Refinancing are subject to the Priority of Payments and do not rank higher in priority pursuant to the Priority of Payments than the corresponding Class of Secured Debt being refinanced, (x) the voting rights, consent rights, redemption rights and all other rights of the obligations providing the Refinancing are the same as the rights of the corresponding Class of Secured Debt being refinanced, (xi) a Majority of the Preferred Shares directs the Issuer to effect such Refinancing, (xii) the Issuer has received a written opinion of tax counsel of nationally recognized standing in the United States experienced in such matters, to the effect that such Refinancing will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income (including any tax liability imposed under Section 1446 of the Code), or result in the Issuer being treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (xiii) none of the Issuer, the Collateral Manager, the Retention Holder or any “sponsor” of the Issuer under the U.S. Risk Retention Rules shall fail to be in compliance with the U.S. Risk Retention Rules or the EU/UK Risk Retention Requirements as a result of such Refinancing unless such Person has consented to such Refinancing. (f) The holders of the Preferred Shares will not have any cause of action against the Issuer, the Collateral Manager, the Collateral Administrator or the Collateral Trustee for any failure to obtain a Refinancing. Unless it otherwise consents, neither the Collateral Manager nor any Affiliate of the Collateral Manager shall be required to acquire any obligations or securities of the Issuer in connection with such Refinancing. If a Refinancing is obtained meeting the requirements specified above as certified by the Collateral Manager, the Issuer and the Collateral Trustee shall amend this Indenture to the extent necessary to reflect the terms of the Refinancing and, notwithstanding anything to the contrary set forth in Article VIII hereof, no further consent for such amendments shall be required from the Holders of Securities other than the consent of a Majority of the Preferred Shares directing the redemption (including with respect to any related amendment providing that replacement securities issued in connection therewith will not be subject to any subsequent Refinancing). The Collateral Trustee shall not be obligated to enter into any amendment that, in its view, adversely affects its duties, obligations, liabilities or protections hereunder, and the Collateral Trustee shall be entitled to conclusively rely upon an Opinion of Counsel as to matters of law (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering such Opinion of Counsel) provided by the Issuer to the effect that such amendment meets the requirements specified above and is permitted under this Indenture (except that such officer or counsel shall have no obligation to certify or opine as to the sufficiency of the Refinancing Proceeds, or the sufficiency of the Accountants’ Report required hereunder). (g) In the event of any Optional Redemption, the Issuer shall, at least five (5) Business Days prior to the Redemption Date, notify the Collateral Trustee in writing of such Redemption Date, the applicable Record Date, the principal amount of Secured Debt to be redeemed on such Redemption Date and their the applicable Redemption DatePrices. The failure to effect any Optional Redemption shall not constitute an Event of Default. (h) In connection with any redemption prior to the Par Call Dateof any Class of Secured Debt, the Company shall give the Trustee notice Holders of 100% of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give Aggregate Outstanding Amount of any such Class may elect to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class. (i) If a Class or Classes of Secured Debt is redeemed in such notice of redemption. The Trustee connection with a Refinancing in part by Class, Refinancing Proceeds, together with Partial Refinancing Interest Proceeds, shall have no responsibility for calculating be used to pay the Redemption Price. Price(s) of such Class or Classes of Secured Debt without regard to the Priority of Payments. (j) The Trustee shall selectPreferred Shares may be redeemed by the Issuer at their Redemption Price (any such redemption, an “Optional Preferred Shares Redemption”), in whole but not in part, on any Business Day upon five (5) Business Days’ notice (or such manner shorter agreed period) to the Collateral Trustee on or after the redemption in full of the Secured Debt, at the direction of a Majority of the Preferred Shares (with the consent of the Collateral Manager) or at the direction of the Collateral Manager. If no funds are available to pay holders of the Preferred Shares pursuant hereto and to the Fiscal Agency Agreement, the Issuer may redeem the Preferred Shares (in whole but not in part) for no consideration on any Redemption Date, on the Stated Maturity or upon an acceleration of the Debt as it shall deem fair and appropriatethe result of an Event of Default. (k) In connection with a Refinancing pursuant to which all Classes of Secured Debt are being refinanced, no less than 60 days the Collateral Manager may, with the consent of a Majority of the Preferred Shares but without the consent of any other person, including any other Holder designate Principal Proceeds up to the Excess Par Amount as of the related Determination Date as Interest Proceeds for payment on the Redemption Date or up to the first Payment Date thereafter. Notice of any such designation will be provided to the Collateral Trustee (with copies to the Rating Agency) on or before the Business Day prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partrelated Redemption Date.

Appears in 1 contract

Sources: Indenture and Security Agreement (Blue Owl Technology Finance Corp. II)

Optional Redemption. At The Company may redeem the Notes in accordance with Article Three of the Original Indenture, in whole or in part, at any time prior to the Par Call Date, scheduled maturity of the Company may redeem the Notes at its option, in whole or from time to time in partNotes, at a redemption price (the “Redemption Price”) equal to the greater of: (a) 100% of (i) the principal amount of the Notes being to be redeemed, and ; and (iib) the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments exclusive of interest accrued as of to the applicable Redemption Date) discounted to the such Redemption Date on a semi-annual basis (basis, assuming a 360-day year consisting of twelve 30-day months) , at the Reinvestment then current Treasury Rate plus 25 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date; provided, however, that if the Redemption Date falls on or after a Regular the interest Record Date and on or prior to the corresponding related Interest Payment Date, the Company will shall pay the full amount of accrued and unpaid interest and premiuminterest, if any, due on such Interest Payment Redemption Date to the Holder of record Person in whose name the Note is registered at the close of business on the corresponding Regular Record DateDate (instead of the Holder surrendering its Notes for redemption). Notwithstanding If the foregoingCompany becomes obligated to pay, on the next date on which any amount shall be payable with respect to the Notes, any Additional Amounts as a result of (i) any amendment to, or change in, the laws or regulations of a Relevant Taxing Jurisdiction which amendment or change is publicly announced and becomes effective after the Issue Date (or, if the Notes are redeemed applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on or a date after the Par Call Issue Date, after such later date) or (ii) any amendment to, or change in, an official written interpretation or application of such laws or regulations (including by virtue of a holding by a court of competent jurisdiction) which amendment or change is publicly announced and becomes effective after the Redemption Price will be Issue Date (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing clauses (i) and (ii), a “Change in Tax Law”) and the Company cannot avoid any such payment obligation by taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction, but not including the substitution of an obligor), the Company may, at its option, redeem the Notes then outstanding, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed 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 thereon todue on the relevant Interest Payment Date falling on or prior to the Redemption Date). Notice of the Company’s intent to redeem the Notes shall not be given until the Company delivers to the Trustee an opinion of independent tax counsel of recognized standing to the effect that there has been such Change in Tax Law which would entitle the Company to redeem the Notes hereunder and an Officers’ Certificate to the effect that the Company cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The foregoing provisions shall apply mutatis mutandis to any successor Person to the Company, but excludingafter such successor Person becomes a party to the Indenture, with respect to a Change in Tax Law that is publicly announced and becomes effective after such successor Person becomes a party to the Indenture. The Company shall give not less than 30 nor more than 60 days’ prior written notice mailed by first-class mail to the registered address of each Holder or otherwise in accordance with the procedures of the Depository of any redemption; provided that the notice pursuant to the previous paragraph shall not be provided (i) earlier than 90 days before the next date on which the Company would be obligated to pay Additional Amounts and (ii) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. If the Redemption Date is on or after an interest Record Date and on or before the related Interest Payment Date, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture accrued and funds for the redemption of the Notes called for redemption unpaid interest, if any, shall have been made available be paid on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, Person in whose name the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as Note is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending registered at the close of business on such Record Date, and no additional interest shall be payable to Holders whose Notes shall be subject to redemption by the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partCompany.

Appears in 1 contract

Sources: First Supplemental Indenture (Catamaran Corp)

Optional Redemption. At any time prior to the Par Call Date, the The Company may redeem the Notes at its option, in whole at any time or from time to time in partpart prior to the Stated Maturity, at a its option, pursuant to the following terms: (a) At any time before March 15, 2030, the redemption price (the “Redemption Price”) shall be equal to the greater of (i) 100% of the aggregate principal amount of the Notes being redeemed, to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion Remaining Scheduled Payments of such payments of interest accrued as of the Redemption Date) Notes, discounted to the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the Reinvestment Treasury Rate plus 25 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Dateredemption date. If notice of The redemption has been given as provided in price shall be determined by the Indenture Company, and funds for the Trustee shall have no duty to make or otherwise to verify any such determination made by the Company. (b) At any time on or after March 15, 2030, the redemption price shall be equal to 100% of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the aggregate principal amount of the Notes held by such Holder to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on an interest payment date falling on or prior to a redemption date shall be payable on such interest payment date to the registered Holders as of the close of business on the relevant Record Date in accordance with the provisions of the Notes and the Indenture. On and after the redemption date for the Notes, interest shall cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and accrued and unpaid interest, if any. On or before the redemption date for the Notes, the Company shall deposit with the Trustee or a Paying Agent funds sufficient to pay the redemption price of the Notes to be redeemed on the redemption date, and (except if the redemption date shall be an interest payment date) accrued and unpaid interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Companyredeemed, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give be selected pro rata or by lot or by such method as the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a minimum principal amount of $2,000 or less be redeemed in part. Notice of any redemption pursuant to this clause (5) shall be delivered at least 10 days but not more than 60 days prior before the redemption date to the date each Holder of redemption, the Notes to be redeemed (with a copy to the Trustee). Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price, calculated as set forth in part. Neither the Indenture, shall be set forth in an Officers’ Certificate of the Company nor delivered to the Trustee no later than two Business Days prior to the redemption date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall be required to: (i) issue, register become due and payable on the transfer of or exchange Notes during a period beginning redemption date and at the opening of business 15 days before any selection of Notes to be redeemed applicable redemption price, plus accrued and ending at unpaid interest, if any, to, but excluding, the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partredemption date.

Appears in 1 contract

Sources: First Supplemental Indenture (Amdocs LTD)

Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes and outstanding Put Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Note or Put Note together with accrued but unpaid interest thereon ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Put Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within seven (7) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note and Put Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note or Put Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth (5th) business day after the Redemption Date. In the event the Company fails to pay the Redemption Amount by such date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption. Such failure will also be deemed an Event of Default under the Note and Put Note. Any Notice of Redemption must be given to all holders of Notes being redeemedand Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; (ii) the sum Company Shares issuable upon conversion of the present values of the remaining scheduled payments of full outstanding Note and Put Note principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued are included in a registration statement effective as of the Redemption Date; and (iii) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at Maximum Base Price is less than the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Conversion Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available calculated on the Redemption Date referred pursuant to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the TrusteeSection 2.1(b)(i) of the aggregate principal amount of Notes Note or Put Note. Put Note proceeds may not be used to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.

Appears in 1 contract

Sources: Subscription Agreement (Aethlon Medical Inc)

Optional Redemption. At The 2020 Notes are subject to redemption at any time prior or from time to the Par Call Date, the Company may redeem the Notes at its optiontime, in whole or from time to time in part, at the Company's option. If the Redemption Date is prior to January 15, 2020, the 2020 Notes may be redeemed by the Company at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the 2020 Notes being to be redeemed, and (ii) as determined by the Reference Treasury Dealer, the sum of the present values of the remaining scheduled payments of principal and interest on in respect of the 2020 Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 15 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if . If the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed is on or after the Par Call DateJanuary 15, 2020, the 2020 Notes may be redeemed by the Company at a Redemption Price will be equal to 100% of the principal amount of the 2020 Notes being redeemed plus to be redeemed. In each case, accrued and unpaid interest thereon to, but excluding, will be paid to the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified The Company may provide in such notice that payment of such Redemption Price and the only right performance of the Company's obligations with respect to such redemption or purchase may be performed by another Person. Any such notice may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent. Any notice to Holders of such 2020 Notes from and after of a redemption pursuant to paragraph 5 hereof will include the Redemption Date will be to receive payment appropriate calculation of the Redemption Price, but does not need to include the Redemption Price upon surrender of such Notes in accordance with such noticeitself. Notice of any optional redemption of any Notes The actual Redemption Price, calculated as described above, will be given set forth in an Officers' Certificate of the Company delivered to Holders at their addresses, as shown in the Security Register for the Notes, not more Trustee no later than 60 nor less than 15 days two Business Days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Airgas Inc)

Optional Redemption. At (a) The Issuer may redeem the Notes at its option and sole discretion, at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed, and ; or (ii) as determined by the Quotient Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed Interest thereon that would be due if such notes Notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest Interest accrued as of the Redemption Date) discounted to the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest Interest thereon to, but excludingnot including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company Issuer will pay the full amount of accrued and unpaid interest and premiumInterest, if any, due on such Interest Payment Date to the Holder of record of the Notes at the close of business on the corresponding Regular Record DateDate (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed redeemed, plus accrued and unpaid interest Interest thereon to, but excludingnot including, the applicable Redemption Date. . (b) If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the any Redemption Date referred to in such noticefalls on a day that is not a Business Day, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive required payment of the Redemption Price upon surrender will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date to the date of such payment on the next succeeding Business Day. (c) If the Issuer elects to redeem the Notes in part, the Trustee will select the Notes to be redeemed (in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), in the case of certificated notes, on a pro rata basis, by lot or such other method it deems fair and appropriate and, in the case of Global Notes held through the Depositary, in accordance with such notice. Notice the applicable procedures of the Depositary. (d) The Issuer will not redeem the Notes pursuant to this Section 2.11 on any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and if the principal amount of the Notes held by has been accelerated, and such Holder to be redeemed. If all acceleration has not been rescinded or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days cured on or prior to giving notice such date. (e) Notice of redemption (or such shorter period as is satisfactory pursuant to this Section 2.11 shall be given in the Trustee) of the aggregate principal amount of Notes to be redeemed manner provided in Sections 106 and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair Indenture not later than 15 days and appropriate, no less not earlier than 60 days prior to the date of redemptionRedemption Date, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection each Holder of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partredeemed.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (Life Storage Lp)

Optional Redemption. At any time prior to The Company will have the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater option of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including redeeming any portion of such payments of interest accrued as of the Redemption Dateoutstanding Secured Exchange Convertible Notes ("Optional Redemption") discounted by paying to the Redemption Date on Subscriber a semi-annual basis (assuming a 360-day year consisting sum of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be money equal to 100115% of the principal amount of the Notes being redeemed plus Exchange Convertible Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement relating to the Exchange Convertible Note, the applicable Exchange Convertible Note or any other document delivered herewith ("Redemption Date. If Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Secured Exchange Convertible Note for which notice of conversion has been given as provided by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available Exchange Convertible Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Exchange Convertible Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Notes. Any Notice of Redemption must be given to all holders of Secured Exchange Convertible Notes issued in connection with the Offering, in proportion to their holdings of Exchange Convertible Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Notes shall have occurred or be continuing and (ii) the Company Shares issuable upon conversion of the entire outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.

Appears in 1 contract

Sources: Subscription Agreement (Select Media Communications Inc)

Optional Redemption. At The Company may redeem all or a part of the Notes, at any time and from time to time, without penalty or premium and at a Redemption Price equal to 100% of the relevant principal amount, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes. Any redemption or notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In the case of a redemption upon an Equity Offering, notice of redemption may be given prior to to, or conditioned upon the Par Call Date, completion of the related Equity Offering. The Company may redeem the Notes Notes, at its optionany time, upon not less than 30 nor more than 60 days’ notice, in whole or from time to time whole, but not in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and but unpaid interest thereon tothereon, but excludingif any, to the applicable Redemption Date. If notice , and all Additional Amounts, if any, then due or that will become due on such Redemption Date as a result of the redemption or otherwise (but subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if the Company determines that it has been given as provided or will become obligated to pay Additional Amounts because of a change in the Indenture laws or regulations of a Relevant Taxing Jurisdiction, or a change in any official position regarding the administration, application or interpretation thereof (including by virtue of a holding by a court of competent jurisdiction), in either case that is publicly announced and funds for becomes effective on or after the redemption of Issue Date (or, if the Notes called for redemption shall have been made available Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Redemption Date referred to in Issue Date, on or after such noticelater date), such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of Company, in its good faith judgment, determines that such obligation to pay Additional Amounts cannot be avoided by taking reasonable measures available to the Holders of such Notes from and after Company. Unless the Redemption Date will be to receive Company defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of and any optional redemption of any Notes will be given to Holders at their addresses, as shown in accrued interest on the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the applicable Redemption Date, the Redemption Price and the principal amount of interest will cease to accrue on the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation portions thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Indenture (Bellatrix Exploration Ltd.)

Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100120% of the principal amount of the Notes being redeemed plus Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given as provided by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Date; and (iii) the Maximum Base Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, (as shown defined in the Security Register for the Notes, not more than 60 nor Note) is less than 15 the Conversion Price calculated pursuant to Section 2.1(b)(i) of the Note for each of the ten (10) trading days prior to the date fixed for redemption. The notice of redemption will specify, among other items, preceding the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder . Note proceeds may not be used to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.

Appears in 1 contract

Sources: Subscription Agreement (Vianet Technologies Inc)

Optional Redemption. At The Notes will be redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (. The Redemption Price for the Notes to be redeemed on any Redemption Price”) Date shall be equal to the greater of the following amounts: (ia) 100% of the principal amount of the Notes being redeemed, and redeemed on the Redemption Date; or (iib) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest on the Notes to be being redeemed on that would be due if such notes matured on the Par Call Redemption Date but for the redemption thereof (not including any portion of such any payments of interest accrued as of to the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Treasury Rate, plus 25 basis points; plus, in each case, accrued and unpaid interest on the Notes to, but excluding, the Redemption Date. If money sufficient to pay the redemption price of all of the Notes (assuming or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. The Redemption Price will be calculated on the basis of a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: First Supplemental Indenture (Energizer Holdings Inc)

Optional Redemption. At (a) Each series of Notes shall be subject to redemption, as a whole at any time or in part from time to time, at the option of the Company. (b) If the 2022 Notes are redeemed prior to the 2022 Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) Price will be equal to the greater of (i) 100% of the principal amount of the 2022 Notes being redeemed, and to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2022 Notes to be redeemed that would be due if such notes 2022 Notes matured on the 2022 Par Call Date but for from the redemption thereof Redemption Date to the 2022 Par Call Date (not including exclusive of any portion of such payments of interest accrued as of to the Redemption Date) ), discounted to the Redemption Date date on which the 2022 Notes are to be redeemed on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) , at the Reinvestment Treasury Rate plus 25 10 basis points, plus, in each case, plus any interest accrued and unpaid interest thereon to, but excluding, not paid on the Redemption Date; provided, however, that if 2022 Notes to be redeemed to the Redemption Date falls after a date on which the 2022 Notes are to be redeemed (subject to the right of Holders on the relevant Regular Record Date and to receive interest due on or prior to the corresponding relevant Interest Payment Date, ). (c) If the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the 2022 Notes are redeemed on or after the 2022 Par Call Date, the Redemption Price for the 2022 Notes will equal 100% of the principal amount of the 2022 Notes to be redeemed, plus any interest accrued but not paid on the 2022 Notes to be redeemed to the date on which the 2022 Notes are to be redeemed (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (d) If the 2027 Notes are redeemed prior to the 2027 Par Call Date, the Redemption Price will be equal to the greater of (i) 100% of the principal amount of the 2027 Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, or (ii) the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption sum of the present values of the remaining scheduled payments of principal and interest on the 2027 Notes called for redemption shall have been made available to be redeemed that would be due if such 2027 Notes matured on the 2027 Par Call Date from the Redemption Date referred to in such noticethe 2027 Par Call Date (exclusive of any interest accrued to the Redemption Date), such discounted to the date on which the 2027 Notes are to be redeemed on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 15 basis points, plus any interest accrued but not paid on the 2027 Notes to be redeemed to the date on which the 2027 Notes are to be redeemed (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (e) If the 2027 Notes are redeemed on or after the 2027 Par Call Date, the Redemption Price for the 2027 Notes will cease equal 100% of the principal amount of the 2027 Notes to bear be redeemed, plus any interest accrued but not paid on the 2027 Notes to be redeemed to the date on which the 2027 Notes are to be redeemed (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (f) If the 2047 Notes are redeemed prior to the 2047 Par Call Date, the Redemption Price will be equal to the greater of (i) 100% of the principal amount of the 2047 Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2047 Notes to be redeemed that would be due if such 2047 Notes matured on the 2047 Par Call Date from the Redemption Date to the 2047 Par Call Date (exclusive of any interest accrued to the Redemption Date), discounted to the date fixed for such redemption specified in such notice and on which the only 2047 Notes are to be redeemed on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 20 basis points, plus any interest accrued but not paid on the 2047 Notes to be redeemed to the date on which the 2047 Notes are to be redeemed (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (g) If the 2047 Notes are redeemed on or after the 2047 Par Call Date, the Redemption Price for the 2047 Notes will equal 100% of the principal amount of the 2047 Notes to be redeemed, plus any interest accrued but not paid on the 2047 Notes to be redeemed to the date on which the 2047 Notes are to be redeemed (subject to the right of Holders on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). (h) Unless the Issuers default in payment of such Notes from the Redemption Price, on and after the Redemption Date interest will be cease to receive payment of accrue on the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. . (i) If all or less than all of the a series of Notes are to be redeemed at the option of the Companyany time, the Company Trustee will notify the Trustee select Notes of such series for redemption on a pro rata basis. No Notes of $2,000 or less can be redeemed in part. (j) Notices of redemption will be delivered at least 45 30 but not more than 60 days prior before the Redemption Date to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount each Holder of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Dateat its registered address, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested except that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall notices may be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less mailed more than 60 days prior to a Redemption Date if the date notice is issued in connection with a Covenant Defeasance or Defeasance with respect to the Notes or a satisfaction and discharge of redemptionthe Indenture with respect to the Notes. A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. (k) In the event of any redemption requiring a calculation of the present value of the principal and interest payments in respect of Notes, the Notes Company shall appoint a calculation agent to be redeemed in part. Neither the Company nor the Trustee shall be make any such required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partcalculation.

Appears in 1 contract

Sources: Third Supplemental Indenture (BAKER HUGHES a GE Co LLC)

Optional Redemption. At any time prior (a) Beginning on September 22, 2022 and provided that the applicable Conditions to Redemption have been satisfied and will continue to be satisfied if the Par Call Dateoptional redemption payment were made on the Subordinated Notes, the Company Subordinated Notes may redeem the Notes at its optionbe redeemed, in whole at any time or in part from time to time in parttime, at the Issuer’s option, at a redemption price (the “Redemption Price”) Price equal to the greater accrued and unpaid interest (including Arrears of (iInterest) on the principal amount of the Subordinated Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; providedredemption date, howeverand any Additional Amounts thereon, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to plus 100% of the principal amount of the Subordinated Notes being redeemed plus accrued and unpaid interest thereon to, to be redeemed. (b) Notice of any optional redemption will be mailed at least 30 days but excluding, not more than 60 days before the applicable Redemption Date. If notice date of redemption has been given as provided in the Indenture and funds for the redemption to each Holder of the Subordinated Notes called for redemption to be redeemed. The Issuer shall have been made available on notify the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice Trustee and the only right of the Holders of the Subordinated Notes in writing not less than 10 Business Days prior to the applicable redemption date (or as soon as reasonably practicable if the applicable Conditions to Redemption are no longer satisfied as of a date less than 10 Business Days prior to the applicable redemption date) if the applicable Conditions to Redemption will not be satisfied on the applicable redemption date, which written notice shall state the cause of the failure to satisfy such conditions, and the redemption shall be deferred until such time as the applicable Conditions to Redemption are satisfied. In such event, the Issuer shall further notify the Trustee and the Holders of the Subordinated Notes from in writing not more than 5 Business Days following the satisfaction of the applicable Conditions to Redemption that such conditions have been satisfied and after stating the new redemption date for the Subordinated Notes, which shall be the 10th Business Day following the date such conditions were satisfied. If at any time following the date of such written notice and prior to the new redemption date the applicable Conditions to Redemption Date will be to receive are no longer satisfied, the above notice provisions shall again apply. (c) Unless the Issuer defaults in payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses(including, as shown for this purpose, a non-payment in the Security Register for event the Notesapplicable Conditions to Redemption have not been satisfied), not more than 60 nor less than 15 days prior on and after the redemption date, interest will cease to accrue on the date fixed Subordinated Notes or portions thereof called for redemption. The notice of redemption will specify, among other items, In the Redemption Date, event the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Subordinated Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility called for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, neither the Notes to be redeemed in part. Neither the Company Issuer nor the Trustee shall will be required to: (i) issue, to register the transfer of or exchange the Subordinated Notes to be redeemed during a period beginning at the opening of business 15 days before any selection the day of Notes to be redeemed the mailing of a notice of redemption and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partsuch mailing.

Appears in 1 contract

Sources: Subordinated Indenture (Sirius International Insurance Group, Ltd.)

Optional Redemption. At The Securities are redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, maturity in whole or from time to time in part, on a date fixed by the Company for such redemption (the “Redemption Date”) and at a redemption price (the “Redemption Price”) equal to 100% of the greater principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a Make-Whole Premium, if any is required to be paid. However, if the Redemption Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of (i) business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Notes being redeemedSecurities plus accrued and unpaid interest up to but not including the Redemption Date. The amount of the Make-Whole Premium is equal to the excess, and if any, of: (iii) the sum of the present values values, calculated as of the Redemption Date, of :(A) the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes matured on after the Par Call Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the redemption thereof (not including any portion amount of such payments the next succeeding scheduled interest payment will be reduced by the amount of interest accrued as of thereon to the Redemption Date); and (B) discounted the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Reinvestment Treasury Rate (as defined below) plus 25 40 basis points. ‘‘Treasury Rate’’ means, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior with respect to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and rate per annum equal to the principal amount semiannual equivalent yield to maturity (computed as of the Notes held by second Business Day immediately preceding such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the TrusteeRedemption Date) of the aggregate Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount of Notes amount) equal to be redeemed and their the Comparable Treasury Price for such Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Supplemental Indenture (Transocean Inc)

Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption SECTION 2.1(B)(II) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(B)(I) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount Unsecured 12 must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.

Appears in 1 contract

Sources: Subscription Agreement (Mooney Aerospace Group LTD)

Optional Redemption. At any time On or prior to the Par Call Conversion Date, the Company may redeem Bonds are subject to redemption by the Notes Authority, at its optionthe option of the Borrower, at any time, subject to the provisions of Section 4.03 hereof, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes thereof being redeemed plus accrued and unpaid interest thereon toto the redemption date. After the Conversion Date, but excluding(a) if the length of time from the Conversion Date to the final maturity date of the Bonds is less than seven (7) years, the applicable Redemption Date. If notice Bonds are not subject to optional redemption; and (b) if the length of redemption has been given as provided in time from the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Conversion Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the final maturity date fixed for redemption. The notice of redemption will specify, among other itemsis seven (7) years or more, the Redemption DateBonds are subject to redemption by the Authority, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the CompanyBorrower, on or after the fifth (5th) anniversary of the Conversion Date, in whole or in part on any Interest Payment Date at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. Notwithstanding the foregoing, if, pursuant to a conversion from the Floating Rate to the Fixed Rate in accordance herewith, the Company will notify Remarketing Agent certifies to the Trustee at least 45 days prior and the Borrower in writing that the foregoing call restriction is not consistent with the then prevailing market conditions, the foregoing call restriction may be revised in accordance with the best professional judgment of the Remarketing Agent to giving notice of redemption (or reflect the then prevailing market conditions; provided, however that the Borrower shall have consented to such shorter period as is satisfactory revision and shall have furnished the Trustee with an opinion addressed to the Trustee) , the Authority, the Borrower, the Bank and the Remarketing Agent, if any at such time, of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior nationally recognized bond counsel acceptable to the Par Call DateBorrower and the Trustee, stating that such revision will not adversely affect the Company excludability from federal income taxation of interest on the Bonds. Notwithstanding the foregoing, no such optional redemption shall give occur unless on the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company date there shall be given sufficient Available Moneys to the Trustee at pay all amounts due with respect to such time as shall permit the Trustee to include notice of the Redemption Price in such notice of a redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Loan Agreement (Lannett Co Inc)

Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of one hundred and twenty percent (i120%) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus portion of the Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). The Subscriber may elect within ten (10) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount and stating that the Company’s subsidiary River Reinsurance Limited has been given as provided in issued a Barbados insurance license prior to the Indenture 121st day after the date of this Agreement, and funds for the redemption attaching a copy of such license and evidence of the Notes called for redemption shall have been made available on date of its issuance. The Redemption Amount must be paid in good funds to the Redemption Date referred to in such notice, such Notes will cease to bear interest on Subscriber not later than the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and twelfth (12th) business day after the Redemption Date (“Optional Redemption Payment Date”). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment of effect an Optional Redemption, and at the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other itemsSubscriber’s election, the Redemption Date, the Amount will be deemed a Mandatory Redemption Price Payment and the principal amount Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Notes held Note. A Notice of Redemption may be given by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, provided an Event of Default, as NEWYORK01 1037898v7 362761-000013 described in the Company will notify the Trustee at least 45 days prior Note has not occurred and is continuing. Note proceeds may not be used to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.

Appears in 1 contract

Sources: Subscription Agreement (River Capital Group, Inc.)

Optional Redemption. At any time prior to Commencing six (6) months after the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred percent (100%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the “Redemption PriceAmount”). Bo▇▇▇▇▇▇’▇ election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days (the “Lookback Period”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and (ii) the sum Equity Conditions have been in effect. A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.

Appears in 1 contract

Sources: Convertible Security Agreement (Reign Sapphire Corp)

Optional Redemption. At any time prior Subject to the Par Call Dateterms of the Indenture, the Company may redeem shall have the Notes right, at its the Company’s option, in whole or during the period beginning on November , 2011 and ending on May , 2014, at any time during such period, and from time to time in partduring such period, to redeem all or any part of the Notes at a redemption price (the “Redemption Price”) payable in Cash equal to the greater Redemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date in the event that the Closing Price for each of (i) 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the principal amount day prior to mailing of a notice of redemption to Holders of the Notes being redeemedin accordance with Section 3.07 of the Indenture shall have exceeded 300% of the applicable Conversion Price, provided, however, that the Company shall have made at least five semi-annual scheduled interest payments (including the interest payments on November , 2011) in the full amount required by the Indenture with respect to the Notes prior to redeeming any Notes pursuant to this sentence. Subject to the terms of the Indenture, the Company shall also have the right, at the Company’s option, after May , 2014, at any time, and (ii) the sum from time to time, to redeem all or any part of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted at a price payable in Cash equal to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Price plus 25 basis points, plus, in each case, accrued and unpaid interest thereon interest, if any, to, but excluding, the Redemption Date; provided. In no event shall any Redemption Date be a Legal Holiday. Furthermore, however, that if the Redemption Date falls with respect to a Note is after the close of business on a Regular Record Date record date for the payment of an installment of interest and on or prior to before the corresponding Interest Payment Daterelated interest payment date, the Company will pay the full amount of then accrued and unpaid interest and premiumto, if anybut excluding, due such interest payment date shall be paid, on such Interest Payment Date interest payment date, to the Holder of record of such Note (without any surrender of such Note by such Holder) at the close of business on such record date, and the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called Holder surrendering such Note for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the receive only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by shall not be entitled to any such interest unless such Holder to be redeemed. If all or less than all was also the Holder of the Notes are to be redeemed at the option record of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending Note at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partsuch record date.

Appears in 1 contract

Sources: Securities Purchase Agreement (Power One Inc)

Optional Redemption. At any time prior to June 1, 2052 (which is the date that is six months prior to the maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at its option, in whole or from time to time in part, at a redemption price (calculated by the “Redemption Price”) Company equal to the greater of: (a) 100% of (i) the principal amount of the Notes being to be redeemed, and ; and (iib) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes to be redeemed that would be due if such notes matured on the Notes Par Call Date (but for excluding accrued and unpaid interest to but excluding the redemption thereof Redemption Date), computed using a discount rate equal to the Treasury Yield (not including any portion of such payments of interest accrued as of determined on the second Business Day immediately preceding the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 50 basis points, plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiuminterest, 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 such the relevant Interest Payment Date Date). The Trustee shall have no obligation to the Holder of record at the close of business on the corresponding Regular Record Datecalculate or verify any make-whole premium. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be Company may choose to redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tointerest, if any, to but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on excluding the Redemption Date referred (subject to in such notice, such Notes will cease to bear interest the right of Holders of record on the date fixed for such redemption specified in such relevant Record Date to receive interest due on the relevant interest payment date). Any notice and the only right of to the Holders of Notes of such Notes from and after a redemption must include the Redemption Date will be to receive payment appropriate calculation of the Redemption Price, but need not include the Redemption Price upon surrender itself. The actual Redemption Price must be set forth in an Officer’s Certificate of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given the Company delivered to Holders at their addresses, as shown in the Security Register for the Notes, not more Trustee no later than 60 nor less than 15 days two Business Days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to tender offer (including any Change of Control Offer made in accordance with the Par Call Dateterms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw 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 shall give or such third party will have the Trustee right upon not less than 10 nor more than 60 days’ prior notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given (with a copy to the Trustee Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at such time as shall permit a price equal to the Trustee price paid to include notice of the Redemption Price Holders in such notice tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price in connection with any redemption, and the Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in duty to calculate or verify any such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partcalculation.

Appears in 1 contract

Sources: Indenture (JBS Holding Luxembourg S.A R.L.)

Optional Redemption. At (a) The Obligor may redeem on any one or more occasions some or all of the Senior Notes at its option. If the Obligor elects to redeem the Senior Notes at any time prior to the Par Call DateDecember 12, the Company may redeem the Notes at its option, in whole or from time to time in part, at 2030 it shall pay a redemption price (the “Redemption Price”) Price equal to the greater sum of (i) 100% of the aggregate principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date and (ii) the Make-Whole Amount, if any, with respect to such Senior Notes. If the Obligor elects to redeem the Senior Notes at any time on or after December 12, 2030, it shall pay a Redemption Price equal to 100% of the aggregate principal amount of the Senior Notes to be redeemed on the Redemption Date plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Any redemption pursuant to this Section 2.06(a) shall be made pursuant to the provisions of Section 2.06(b) through (j) below. (b) If notice the Obligor elects to redeem the Senior Notes pursuant to the optional redemption provisions of redemption has been given Section 2.06(a) above, it shall furnish to the Trustee, at least 10 days but not more than 60 days before the Redemption Date, an Officer’s Certificate setting forth (1) the Redemption Date and (2) the CUSIP and/or ISIN numbers of the Senior Notes. (c) If fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Senior Notes not previously called for redemption, pro rata, by lot or by such other method as provided the Trustee shall deem fair and appropriate (including, in the Indenture case of Senior Notes represented by Global Notes, in accordance with the procedures of DTC), and funds may provide for the selection for redemption of portions (so that any Senior Notes remaining after such selection are equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of a denomination larger than the minimum authorized denomination for the Senior Notes. (d) The Trustee shall promptly notify the Obligor in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed. (e) For all purposes of this First Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed. (f) Notice of redemption of Senior Notes to be redeemed, either in whole or in part, shall be given to the Holders thereof, by first-class mail, postage prepaid, mailed (or otherwise delivered in accordance with the procedures of DTC) not fewer than 10 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price; (iii) the principal amount of Senior Notes to be redeemed and if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof shall be issued in accordance with Section 2.06(j); (iv) that on the Redemption Date the Redemption Price shall become due and payable upon each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date; (v) the place where Senior Notes called for redemption shall have been made available on the Redemption Date referred are to in such notice, such Notes will cease to bear interest on the date fixed be surrendered for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender Price, which shall be the office or agency maintained by the Obligor pursuant to Section 9.02 of the Base Indenture; (vi) the name and address of the Paying Agent; (vii) that the Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; and (viii) the CUSIP and/or ISIN number, and that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such Notes in accordance with such noticenotice or printed on the Senior Notes. Notice of any optional redemption of any Senior Notes will shall be given by the Obligor with a copy to Holders the Trustee or, at their addressesthe Obligor’s request, as shown by the Trustee in the Security Register for name and at the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount expense of the Notes held by Obligor; provided, however, that if the Obligor requests the Trustee to give such Holder notice, it shall provide an execution version of such notice to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior five Business Days before such notice is required to giving notice of redemption be sent to the Holders (or such shorter period as is satisfactory shall be acceptable to the Trustee). (g) Notice of any redemption of Senior Notes pursuant to this Section 2.06 may, at the aggregate principal amount Obligor’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of Notes a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Obligor or another entity). If any redemption is subject to satisfaction of one or more conditions precedent, the applicable notice of redemption shall describe each such condition, and such notice may be redeemed and their rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. In connection with The Obligor shall notify Holders and the Trustee of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Obligor shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Senior Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price as set forth in this Section 2.06. (h) On or prior to the Par Call 11:00 a.m., New York City time, on any Redemption Date, the Company Obligor shall give deposit with the Trustee notice of the related Redemption Price promptly after the calculation thereof and or with a Paying Agent (or, if the Company has requested that the Trustee give to the Holders the notice of redemption required by Obligor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1104 9.03 of the Base Indenture) an amount of money sufficient to pay the Redemption Price of all the Senior Notes which are to be redeemed on that date. (i) On and after the Redemption Date, such notice from interest will cease to accrue on the Company shall be given to Senior Notes or any portion thereof called for redemption, unless the Trustee at such time as shall permit Obligor defaults in the Trustee to include notice payment of the Redemption Price and accrued interest, if any. Upon surrender of such Senior Notes for redemption in accordance with the notice, such notice of redemption. The Trustee Senior Notes shall have no responsibility for calculating be paid by the Obligor at the Redemption Price. The Trustee shall select, in such manner as it shall deem fair Any installment of interest due and appropriate, no less than 60 days payable on or prior to the date Redemption Date shall be payable to the Holders of such Senior Notes registered as such on the relevant Record Date according to the terms and the provisions of Section 2.06 of the Base Indenture. If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the Notes principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note. (j) Any Senior Note that is a Definitive Note that is to be redeemed only in part. Neither part shall be surrendered at the Company nor office or agency maintained by the Obligor pursuant to Section 9.02 of the Base Indenture (with, if the Obligor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Obligor and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Obligor shall execute and upon receipt of an Authentication Order, the Trustee shall be required to: (i) issue, register authenticate and deliver to the transfer Holder of or exchange Notes during a period beginning such Senior Note without service charge and at the opening expense of business 15 days before the Obligor, a new Senior Note or Senior Notes in certificated form, of any selection of Notes authorized denomination as requested by such Holder in aggregate principal amount equal to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or in exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any the principal of such Senior Note being redeemed in partso surrendered.

Appears in 1 contract

Sources: First Supplemental Indenture (Agilent Technologies, Inc.)

Optional Redemption. At (a) The Issuer may, at the direction of the Holder of at least 66-2/3% of the Outstanding Principal Balance of the Subordinated Notes, effect an Optional Redemption, in whole but not in part, on any Redemption Date occurring after the end of the Non-Call Period (such Redemption Date shall be a Distribution Date to be specified in a notice to be delivered to the Issuer and the Trustee at least 15 Business Days prior to such Redemption Date) by deposit in full of the Redemption Price in the Note Distribution Account for distribution to the Holders of the Rated Notes and other persons entitled thereto, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.04. The Servicer or the Issuer will furnish notice of such election to the Trustee, the Owner Trustee and the Rating Agencies no later than ten Business Days prior to the proposed Redemption Date and, provided that sufficient funds are received by the Servicer, the Servicer on behalf of the Issuer shall deposit in the Note Distribution Account an amount equal to the Redemption Price of the Notes to be redeemed on the Redemption Date. (b) The Notes to be redeemed shall, following delivery of a notice of an Optional Redemption complying with Section 10.04, on the Redemption Date become due and payable at the Redemption Price with respect thereto and (unless such Redemption Price is not paid) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. On the Redemption Date, upon deposit in full by the Servicer in the Note Distribution Account of an amount equal to the Redemption Price, the Indenture Collateral (other than the Transaction Accounts) shall cease to constitute assets of the Issuer and the Noteholders shall have no interest therein nor any claim to any distributions in respect of the Indenture Collateral (other than the Transaction Accounts). (c) The portion of the Redemption Price constituting payment of principal and Noteholder Make-Whole (if any) of the Rated Notes shall be distributed to Noteholders in accordance with Section 7.05(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement; provided that prior to making any payment to the Certificateholder thereunder, any remaining Redemption Price shall first be applied to reduce the Subordinated Notes to zero. (d) If any Loan is to be sold to the Servicer or an Affiliate of the Servicer, such Loan may only be sold to such person for a price at least equal to the price established by an Applicable Qualified Valuation. (e) The Issuer or the Servicer may withdraw any notice of Optional Redemption or specify a new Redemption Date at any time prior to the Par Call Dateproposed Redemption Date set forth in any prior notice of Optional Redemption by providing written notice to the Trustee, the Company may redeem Owner Trustee and the Notes at its option, in whole or from time to time in part, at a redemption price (Rating Agencies by no later than the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if second Business Day preceding such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice A withdrawal of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating Optional Redemption or the inability of the Issuer to complete an Optional Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to of the date Rated Notes will not constitute an Event of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partDefault.

Appears in 1 contract

Sources: Indenture (NewStar Financial, Inc.)

Optional Redemption. At (a) The provisions of Article 10 of the Base Indenture shall be applicable to the Notes, subject to the provisions of this Section 2.06. (b) The Company may, at its option, redeem the Notes, in whole or in part, at any time prior to January 1, 2028 (the date that is 2 months prior to the maturity date) (the “Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, ”) at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes being redeemed, to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal of (or the portion of the principal of) and interest on the Notes to be redeemed that would be have been due if such notes the Notes matured on the Par Call Date but for the redemption thereof (Date, not including any portion of such payments of interest accrued as of and unpaid interest, if any, to the Redemption Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 12.5 basis points, plus, in each case, accrued and unpaid interest thereon interest, if any, on the Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if Date (subject to the Redemption Date falls after a right of Holders of record on the relevant Regular Record Date and to receive interest due on any Interest Payment Date that is on or prior to the corresponding Interest Payment Redemption Date, ). The Company shall give the Company will pay Trustee written notice of the full amount of accrued Redemption Price with respect to any redemption pursuant to this clause (b) promptly after the calculation thereof and unpaid interest and premium, if any, due on the Trustee shall have no responsibility for such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Datecalculation. Notwithstanding the foregoing, if the Notes are redeemed on On or after the Par Call Date, the Company may, at its option, redeem the Notes, in whole or in part, at a Redemption Price will be equal to 100% of the aggregate principal amount of the Notes being redeemed redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes being redeemed to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the Redemption relevant Regular Record Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of interest due on any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days Interest Payment Date that is on or prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date). (c) Any redemption or notice thereof pursuant to this Section 2.06 may, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the Companyan equity offering, the Company will notify the Trustee at least 45 days prior to giving notice other offering, issuance of redemption (indebtedness or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of other transaction or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partevent.

Appears in 1 contract

Sources: Supplemental Indenture (Fidelity National Information Services, Inc.)

Optional Redemption. At any time prior to the Par Call Date, the The Company may redeem the Notes prepay this Note at its optionany time, in whole or from time to time in part, without penalty or premium (“Optional Redemption”). If within six (6) months of the date of issue of this Note, the Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (collectively, the “Redemption Amount”), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) of any fees it received from the Company on the date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption price (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption PricePayment Date), which date shall be ten (10) equal to business days after the greater of (i) the principal amount date of the Notes being redeemed, and Notice of Redemption (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of “Redemption Period”). On the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company will fails to pay the full amount of accrued and unpaid interest and premium, if any, due Redemption Amount on such Interest the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void. In the event that the Redemption Amount is paid to the Holder within six (6) months of record at the close date of business on issue of this Note, upon receipt in full of the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call DateRedemption Amount in good funds, the Redemption Price Holder will be equal rebate to 100% Company fifty percent (50%) of any fees it received from the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest Company on the date fixed for such redemption specified of issue of this Note. If any Notes issued pursuant to the Purchase Agreement, in such notice addition to this Note, are outstanding (collectively, the “Outstanding Notes”) and the only right of the Holders of such Notes from and after the Redemption Date will be Company pursuant to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given this Section 1.3 elects to Holders at their addressesmake an Optional Redemption, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, then the Company shall give take the Trustee notice same action with respect to all Outstanding Notes and make such payments to all holders of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of Outstanding Notes on a pro rata basis based upon the Redemption Price in such notice Amount of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any each Outstanding Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Secured Term Note (Digital Angel Corp)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes at its optionoption at any time, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater sum of: (a) the principal amount or, in the case of (i) a redemption in part, the relevant Redemption Proportion of the principal amount of the Notes being redeemed, and plus accrued interest thereon to the redemption date; and (iib) the sum Make-Whole Amount (as defined below), if any, with respect to the Notes; provided that, if such Notes are redeemed on or after February 13, 2025, the Redemption Price will not include the Make-Whole Amount. If the Notes are to be redeemed in part only on any date in accordance with this Condition, each Note shall be redeemed in part in the proportion which the aggregate principal amount of the present values of the remaining scheduled payments of principal and interest on the outstanding Notes to be redeemed that would be due if such notes matured on the Par Call Date but for relevant redemption date bears to the redemption thereof aggregate principal amount of outstanding Notes on such date (not including any portion of such payments the “Redemption Proportion”). Notwithstanding the foregoing, installments of interest accrued as of the Redemption Date) discounted to the Redemption on Notes that are due and payable on an Interest Payment Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and falling on or prior to the corresponding Interest Payment Date, the Company a redemption date will pay the full amount of accrued and unpaid interest and premium, if any, due be payable on such Interest Payment Date to the Holder holders thereof as of record at the close of business on the corresponding Regular Record Daterelevant record date. Notwithstanding If the foregoingIssuer has given notice of redemption as provided in the Agency Agreement and has made funds available on the redemption date referred to in the notice for the redemption, if on and after the relevant redemption date, interest will cease to accrue on the Notes are redeemed on or after or, in the Par Call Datecase of a redemption in part, the relevant Redemption Price will be equal to 100% Proportion of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticeoutstanding Notes. Notice of any optional redemption of any Notes will be given to Holders the Noteholders at their addresses, as shown in the Security Register for the Notes, least 15 days but not more than 60 nor less than 15 45 days prior to before the date fixed for redemptionredemption date. The notice of redemption will specify, among amongst other itemsthings, the Redemption DatePrice, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all , (in the case of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of a redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice Redemption Proportion and the redemption date. For the purposes of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.this Condition 7(2):

Appears in 1 contract

Sources: Fiscal Agency Agreement (Simon Property Group L P /De/)

Optional Redemption. At Section 6.1. This Note (or any time prior to successor Note) may be redeemed at the Par Call Dateelection of the Company, the Company may redeem the Notes at its option, in as a whole or from time to time in part, on any Interest Payment Date on or after April 1, 2014 at a redemption price the then outstanding principal amount of the Note (the “Redemption Price”) equal ). The Redemption Price will be delivered to the greater Holder, together with accrued, but unpaid, interest to the Redemption Date. Section 6.2. Notice of Redemption shall be in writing and sent by first-class mail, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date, to the Holder at such H▇▇▇▇▇’s address appearing in the Note Register. All Notices of Redemption shall state: (ia) the Redemption Date, (b) the Redemption Price, (c) in the case of partial redemption of the Note, the principal amount of the Notes being to be redeemed, and , (iid) the sum of the present values of the remaining scheduled payments of principal and interest that on the Notes Redemption Date the Redemption Price will become due and payable upon such Note to be redeemed and that would interest thereon will cease to accrue on and after said date, and (e) the place or places where any such Note is to be due if such notes matured on surrendered for payment of the Par Call Date but Redemption Price. Any immaterial defect in said notice shall not affect the validity of the proceedings for the redemption thereof of any other Note or portion thereof. Any notice that is mailed in the manner herein provided shall be conclusively presumed to have been given whether or not the Holder receives said notice. Section 6.3. Prior to any Redemption Date, the Company shall segregate and hold in trust an amount of money sufficient to pay the Redemption Price of, and accrued, but unpaid, interest on, any Note which is to be redeemed on that date. Notice of redemption having been given as aforesaid, any Note so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (not including any portion of such payments of interest accrued as unless the Company shall default in the payment of the Redemption DatePrice and accrued interest) discounted such Note shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis pointsPrice, plus, in each case, together with accrued and unpaid interest thereon to, but excluding, to the Redemption Date; provided, however, that if installments of interest payable on an Interest Payment Date occurring prior to or on the Redemption Date falls after a Regular Record Date and on or prior shall be payable to the corresponding Interest Payment Date, the Company will pay the full amount Holders of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record Note registered as such at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes any Note called for redemption shall have been made available on not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date referred to in such notice, such Notes will cease to bear interest on at the date fixed for such redemption specified in such notice and rate borne by the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticeNote. Section 6.4. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are Any Note which is to be redeemed only in part shall be surrendered at the option principal office of the CompanyCompany (with, if the Company will notify the Trustee at least 45 days prior to giving notice so requires, due endorsement by, or a written instrument of redemption (or such shorter period as is transfer in form satisfactory to the Trustee) Company duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute and deliver to the Holder of the such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount of Notes equal to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility exchange for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any the principal of the Note being redeemed in partso surrendered.

Appears in 1 contract

Sources: Subordinated Promissory Note (Summit Financial Group Inc)

Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to Maturity (the date of such redemption, at a redemption price (the “Redemption PriceDate) ). The Redemption Price prior to the Applicable Par Call Date will be equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or (ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) 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 ), using a rate equal to the Reinvestment Treasury Rate plus 25 30 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if . In the case of any redemption with a Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Applicable Par Call Date, the Redemption Price will be equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice Notwithstanding the foregoing, installments of redemption has been given interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available close of business on the Redemption relevant Regular Record Date referred according to in such notice, such the Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right Indenture, subject to the applicable procedures of the Holders of such Notes from Depositary. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: electronically delivered or mailed at least 30 days (iin the case of any Redemption Date prior to the Applicable Par Call Date) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days (in the case of any Redemption Date on or after the applicable Par Call Date) but, in each case, not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Intel Corp)

Optional Redemption. At Except as described in this Section 3.1, at any time prior time, the Borrower will have the option of prepaying the entire outstanding Principal Amount of this Note that has not been converted (“Optional Redemption”) by paying to the Par Call DateHolder a sum of money equal to the Redemption Amount described below. Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The “Redemption Amount” shall equal one hundred and ten percent (110%) of the entire outstanding Principal Amount being redeemed in connection with such Optional Redemption, together with all interest accrued on this Note, if any, and all other amounts then payable hereunder or pursuant to the Company may redeem Subscription Agreement. The Notice of Redemption shall specify the Notes at its option, in whole or from time to time in part, at a redemption price date for such Optional Redemption (the “Redemption PricePayment Date) equal ), which date shall be not less than ten business days after the date of the Notice of Redemption. A Notice of Redemption shall not be effective with respect to the greater any portion of (i) the principal amount of under this Note for which the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes Holder has a pending election to be redeemed that would be due if such notes matured on the Par Call Date but convert or for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted which a Conversion Notice is properly given prior to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, Payment Date. On the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will Redemption Amount, less any portion of the Redemption Amount against which the Holder has previously exercised its rights pursuant to Section 2.1, shall be paid in good funds to the Holder. In the event the Borrower fails to timely pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred to in such noticeas set forth herein, then (i) at the Holder’s election, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right Notice of the Holders of such Notes from and after the Redemption Date will be to receive payment of null and void or Holder may enforce the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption Redemption, (ii) Borrower will not have the right to deliver another Notice of any Notes will Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. A Notice of Redemption must be given to all other Holders at their addresses, as shown in with respect to Other Notes contemporaneously with the Security Register for the Notes, not more than 60 nor less than 15 days prior giving of a Notice of Redemption to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partHolder.

Appears in 1 contract

Sources: Leakout Agreement (China Yongxin Pharmaceuticals Inc.)

Optional Redemption. At any time prior (a) Prior to the Par Call DateJanuary 15, 2025, the Company may redeem the Notes Senior Notes, at its optionany time, and from time to time, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of the such Senior Notes being redeemed, to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on the Senior Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of from the Redemption Date) Date to the Stated Maturity date discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Treasury Rate, plus 25 17.5 basis points, plus, in each case, accrued and unpaid interest thereon to, on the Senior Notes to but excluding, the Redemption Date; provided, however, that if excluding the Redemption Date falls (the “Make Whole Redemption Price”). On or after a Regular Record Date and on or prior to the corresponding Interest Payment DateJanuary 15, 2025, the Company will pay may redeem the full amount of accrued Senior Notes, at any time, and unpaid interest and premiumfrom time to time, if anyin whole or in part, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be a redemption price equal to 100% of the principal amount of the such Senior Notes being redeemed plus to be redeemed, plus, in each case, accrued and unpaid interest thereon to, on the Senior Notes to but excludingexcluding the Redemption Date (together with the Make Whole Redemption Price, the applicable “Senior Notes Redemption DatePrice”). If notice of redemption has been given as provided Unless the Company defaults in the Indenture and funds for the redemption payment of the Senior Notes Redemption Price, interest will cease to accrue on the Senior Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will Date. (b) In the event of a redemption where the Make Whole Redemption Price is payable, the Treasury Rate shall be to receive payment of calculated on the third Business Day preceding the Redemption Price upon surrender Date. (c) Notice of such Notes redemption shall be given in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture; provided that, any such notice from the Company of redemption shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall selectby first-class mail, in such manner as it shall deem fair and appropriatepostage pre-paid, no mailed not less than 15 nor more than 60 days prior to the date Redemption Date, to each holder of redemption, the Senior Notes to be redeemed redeemed, at the holder’s address appearing in partthe Security Register (as defined in the Indenture). Neither For the Company nor avoidance of doubt, 15 days shall be a sufficient amount of time for such prior notice with respect to the redemption of the Senior Notes pursuant to Section 1104 of the Indenture and this Section 1.06(c). If less than all of the Senior Notes then Outstanding are to be redeemed, the Trustee shall be required to: will select the particular Senior Notes or portions thereof in accordance with Section 1103 of the Indenture. (id) issueFor the purposes of this Section 1.06 of Supplemental Indenture No. 9, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.terms below are defined as follows:

Appears in 1 contract

Sources: Supplemental Indenture (Cigna Corp)

Optional Redemption. At any time prior The Issuer has the option to the Par Call Date, the Company may redeem all or a portion of the Notes at its optionany time, in whole or from time to time in parttime, at a redemption price (the “Redemption Price”) equal to the greater of: (1) 100% of (i) the principal amount of the Notes being to be redeemed, and and (ii2) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on of the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued and unpaid as of the Redemption Date) date of redemption), discounted to the Redemption Date on a semi-annual quarterly basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 50 basis points, plus, in each case, plus accrued and unpaid interest thereon toand Additional Amounts, if any, to but excluding, the Redemption Date; providedDate (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date). If the Issuer chooses to redeem any Notes, however, that if it shall be required to deliver a notice of redemption to Holders of Notes (with a copy to the Trustee) not less than 30 nor more than 60 days before the Redemption Date falls after (which notice shall be irrevocable). If the Issuer is redeeming less than all of the Notes, the particular Notes to be redeemed will be selected by the Trustee by lot, pro rata, or in a Regular Record Date manner deemed fair and on or prior appropriate by the Trustee, subject to the corresponding Interest Payment applicable procedures of the Depositary. Unless the Issuer defaults in payment of the Redemption Price, on and after the Redemption Date, the Company interest will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date cease to the Holder of record at the close of business accrue on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption portions of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the On or before any Redemption Date, the Redemption Price and Issuer shall irrevocably deposit with the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption Paying Agent (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes money sufficient to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of pay the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, accrued interest on the Notes to be redeemed on such date. Any notice to Holders of Notes of such a redemption needs to include the appropriate calculation (such calculation to be made by the Issuer) of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described above, must be set forth in part. Neither the Company nor an Officers’ Certificate delivered to the Trustee shall be required to: (i) issue, register no later than two business days prior to the transfer of or exchange Notes during a period beginning at Redemption Date. In no case will the opening of business 15 days before Trustee have any selection of Notes duty to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange perform any Note, or portion thereof, called for redemption, except the unredeemed portion of calculations with respect to any Note being redeemed in partRedemption Price.

Appears in 1 contract

Sources: First Supplemental Indenture (GasLog Ltd.)

Optional Redemption. At any time prior The Company will have the option of redeeming the Note and Put Note (as hereinafter defined) ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) equal to the greater sum of (i) money determined by multiplying the principal amount of the Note or Put Note by 130% together with accrued but unpaid interest thereon ("Redemption Amount") outstanding on the day the date notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Put Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within three (3) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note and Put Note principal which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the fifth business day after the Redemption Date. In the event the Company fails to pay the Redemption Amount by such date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption. Such failure will also be deemed an Event of Default under the Note and Put Note. Any Notice of Redemption must be given to all holders of Notes being redeemedand Put Notes issued in the Company's offering of up to $2,866,666 of Notes and up to $1,433,334 of Put Notes to which this Subscription Agreement relates, in proportion to their holdings of Note and Put Note principal on a Redemption Date. A Notice of Redemption may be given by the Company only during the seven (7) business day period commencing on the 181st day after the Effective Date (defined in Section 10.1(iv) hereof, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; (ii) the sum average closing bid price of the present values Company's common stock on the NASD OTC Bulletin Board shall have been not less than $3.00 for each of the remaining scheduled payments of principal and interest on the Notes twenty trading days prior to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if and (iii) the Redemption Date falls after a Regular Record Date and on or prior to average daily trading volume of the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business Company's common stock on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption NASD OTC Bulletin Board shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed not less than 100,000 common shares for such redemption specified in such notice and the only right each of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 twenty trading days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice Only one Notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall may be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partSubscriber.

Appears in 1 contract

Sources: Subscription Agreement (Antra Holdings Group Inc)

Optional Redemption. At (a) The Issuer may (i) on any date after the Investment Period Termination Date, where the Aggregate Outstanding Note Balance divided by the Aggregate Outstanding Loan Balance is less than or equal to 0.40, or (ii) upon the occurrence of a Change of Control, effect an Optional Redemption, in whole but not in part, on any Redemption Date (such Redemption Date shall be a Payment Date to be specified in a notice to be delivered as described in the second sentence of this Section 10.01(a)) by deposit in full of the Redemption Price in the Distribution Account for distribution to the Holders of the Notes and other persons entitled thereto by 10:00 a.m. (New York, New York time) on the business day preceding the applicable Payment Date whereupon all such Notes shall be due and payable on the applicable Payment Date, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.02 hereof. The Issuer will furnish notice of such election to the Trustee and the Rating Agency no later than ten Business Days prior to the proposed Redemption Date. (b) The Notes to be redeemed shall, following delivery of a notice of an Optional Redemption complying with Section 10.02 hereof, on the Redemption Date become due and payable at the Redemption Price with respect thereto and (unless such Redemption Price is not paid) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. On the Redemption Date, upon deposit in full by the Issuer in the Distribution Account of an amount equal to the Redemption Price, the Noteholders shall have no interest therein nor any claim to any distributions in respect of the Indenture Collateral (other than the Transaction Accounts). (c) The portion of the Redemption Price constituting payment of principal or the Make-Whole Amount, if applicable, of the Notes shall be distributed to Noteholders in accordance with Section 7.05(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement. (d) The Issuer may withdraw any notice of Optional Redemption or specify a new Redemption Date at any time prior to the Par Call Date, the Company may redeem the Notes at its option, proposed Redemption Date set forth in whole or from time to time in part, at a redemption price (the “any prior notice of Optional Redemption Price”) equal by providing written notice to the greater Trustee and the Rating Agency by no later than the second Business Day preceding such Redemption Date. A withdrawal of (i) such notice of Optional Redemption or the principal amount inability of the Issuer to complete an Optional Redemption of the Notes being redeemed, and (ii) the sum will not constitute an Event of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partDefault.

Appears in 1 contract

Sources: Indenture (Horizon Technology Finance Corp)

Optional Redemption. At any time prior Prior to November 10, 2032 (the “Applicable Par Call Date”), the Company Issuer may redeem the Notes at its option, in whole or from time to time in part, at any time and from time to time, at a redemption price Redemption Price (the “Redemption Price”expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of of: (i) the principal amount of the Notes being redeemed, and (iiA) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to be redeemed that would be due if such notes the relevant Redemption Date (assuming the Notes matured on the Applicable Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 basis pointspoints (such sum to be calculated as set forth in the Indenture); or (ii) 100% of the principal amount of the Notes to be redeemed, plus, in each casethe case of either (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on On or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable relevant Redemption Date. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the Depositary’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption has that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture and funds for the redemption of Indenture, the Notes called for redemption shall have been made available become due and payable on the Redemption Date referred to in such notice, such Notes will cease to bear interest on and at the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the applicable Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticePrice. Notice of any optional redemption of any Notes will may, at the Issuer’s discretion, be given subject to Holders at their addressesone or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as shown an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Security Register for Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the Notes, event that any or all such conditions shall not more than 60 nor less than 15 days have been satisfied or otherwise waived on or prior to the date fixed for redemptionBusiness Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of redemption will specify, among other items, business one Business Day prior to the Redemption DateDate if any such redemption has been rescinded or delayed, and upon receipt the Redemption Price and the principal amount Trustee shall provide such notice to each Holder of the Notes held by such Holder to be redeemed. If all or less than all of in the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders same manner in which the notice of redemption required by Section 1104 was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Base IndentureDepositary. Once notice of redemption is mailed or sent, such notice from the Company shall be given subject to the Trustee at such time as shall permit satisfaction of any conditions precedent provided in the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither called for redemption will become due and payable on the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning Redemption Date and at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.

Appears in 1 contract

Sources: Nineteenth Supplemental Indenture (Intel Corp)

Optional Redemption. At any time prior (a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Par Call Date, the Company may redeem the Notes. (b) The Notes at its option, in shall be redeemable as a whole or from time to time in part, at the Company’s option at any time, at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed, to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof thereon (not including any portion of such payments exclusive of interest accrued as and unpaid to the date of the Redemption Dateredemption) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provideddate of redemption. Further, however, installments of interest on the Notes to be redeemed that if are due and payable on the Redemption Date falls after a Regular Record Date and Interest Payment Dates falling on or prior to the corresponding Interest Payment Date, Redemption Date shall be payable on the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if Date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Indenture. (c) Notice of any optional redemption of any Notes will shall be given to Holders mailed at their addresses, as shown in the Security Register for the Notes, least 30 days but not more than 60 nor less days before the Redemption Date to each Holder of the Notes to be redeemed; provided that notice of redemption may be mailed more than 15 60 days prior to the date fixed for redemption. The Redemption Date if the notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount is issued in connection with a defeasance of the Notes held by such Holder to be redeemedor a satisfaction and discharge of Notes. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed in part. Neither shall be selected by the Trustee by lot or any other such method as the Trustee deems to be fair and appropriate. (d) Unless the Company nor defaults in payment of the Trustee Redemption Price, on and after the Redemption Date interest shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes cease to be redeemed and ending at the close of business accrue on the day of mailing the relevant notice of redemption; Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Sources: Second Supplemental Indenture (TJX Companies Inc /De/)

Optional Redemption. At (a) The provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes. (b) The Notes shall be redeemable as a whole or in part, at the Company’s option, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or and from time to time in partat the following Redemption Prices: (i) upon redemption prior to May 1, at a redemption price 2030 (the “Par Call Date”), the Company shall pay a Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed, to be redeemed and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on in respect of the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) from the Redemption Date through the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their to the Redemption Date. In connection with any ; and (ii) upon redemption prior to on and after the Par Call Date, the Company shall give pay a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date. (c) Any notice to holders of Notes of any redemption will include the appropriate calculation of the Redemption Price, but does not need to include the Redemption Price itself. The actual Redemption Price, calculated as described above, will be set forth in an Officers’ Certificate of the Company delivered to the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give no later than two Business Days prior to the Holders the Redemption Date. The Company may provide in a notice of redemption required by Section 1104 that payment of such Redemption Price and performance of the Base Indenture, Company’s obligations with respect to such notice from the Company shall redemption or purchase may be given to the Trustee at such time as shall permit the Trustee to include notice performed by another Person. (d) If less than all of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating Notes are redeemed at any time and the Redemption Price. The Trustee shall selectNotes are Global Notes held by the Depositary, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, Depositary will select the Notes to be redeemed in accordance with its operational arrangements. If the Notes are not Global Notes held by the Depositary, the Trustee will select Notes called for redemption in part on a pro rata basis or on as nearly a pro rata basis as is practicable; provided that Notes in principal amounts of $2,000 or less shall be redeemed in whole and not in part. Neither In the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection case of Notes to represented by a Global Security, the outstanding principal amount of the Global Security representing the Notes will be redeemed and ending at the close of business reduced by book-entry. Notes called for redemption become due on the day Redemption Date, subject to the satisfaction of mailing any conditions precedent provided in the relevant notice of redemption; . On and after the Redemption Date, interest stops accruing on Notes or (ii) register the transfer portions of or exchange any Note, or portion thereof, them called for redemption, except redemption (unless there is a default in the unredeemed portion of any Note being redeemed in partpayment thereof).

Appears in 1 contract

Sources: First Supplemental Indenture (Flir Systems Inc)

Optional Redemption. At The Optional Redemption Price is payable in full on the Optional Redemption Date in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company. If the Price Condition or any of the Equity Conditions shall cease to be satisfied at any time prior to during the Par Call DateOptional Redemption Period, the Company may redeem shall provide the Notes at its option, in whole Holder a subsequent notice to that effect. If the Price Condition or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes any Equity Condition fails to be redeemed that would be due if such notes matured on satisfied (which failure is not waived in writing by the Par Call Date but for Holder) between the redemption thereof (not including any portion of such payments of interest accrued as of the applicable Optional Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Notice Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, any time through the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Optional Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed then at the option of the Company, Holder the Company will notify Optional Redemption shall be null and void with respect to all or any part designated by the Trustee at least 45 days prior to giving notice Holder of redemption (or such shorter period as is satisfactory the Warrants that were subject to the Trustee) Optional Redemption and the Holder shall be entitled to all the rights under this Warrant. The Company covenants and agrees that it will honor all Notices of Exercise tendered from the time of delivery of the aggregate principal amount Optional Redemption Notice through the date the Optional Redemption Price is due and paid in full. All purchase rights under this Warrant exercised by the Holder after the Optional Redemption Notice Date shall reduce the number of Notes Warrants that are subject to the Optional Redemption required to be redeemed and their on the Optional Redemption Date, unless the Holder otherwise indicates in the applicable Notice of Exercise. In connection with any redemption prior The Company's determination to effect an Optional Redemption shall be applied ratably to the Par Call Date, the Company shall give the Trustee notice Holder and all of the related Redemption Price promptly after holders of the calculation thereof and if the Company has requested that the Trustee give Other Warrants based on their (or their predecessor's) initial purchases of such Warrants or Other Warrants pursuant to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partPurchase Agreement.

Appears in 1 contract

Sources: Securities Agreement (S&W Seed Co)

Optional Redemption. At any time prior Subject to the Par Call Dateterms of the Indenture, the Company may redeem shall have the Notes right, at its the Company’s option, in whole or during the period beginning on November 8, 2011 and ending on May 8, 2014, at any time during such period, and from time to time in partduring such period, to redeem all or any part of the Notes at a redemption price (the “Redemption Price”) payable in Cash equal to the greater Redemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date in the event that the Closing Price for each of (i) 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the principal amount day prior to mailing of a notice of redemption to Holders of the Notes being redeemedin accordance with Section 3.07 of the Indenture shall have exceeded 300% of the applicable Conversion Price, provided, however, that the Company shall have made at least five semi-annual scheduled interest payments (including the interest payments on November 8, 2011) in the full amount required by the Indenture with respect to the Notes prior to redeeming any Notes pursuant to this sentence. Subject to the terms of the Indenture, the Company shall also have the right, at the Company’s option, after May 8, 2014, at any time, and (ii) the sum from time to time, to redeem all or any part of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted at a price payable in Cash equal to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Price plus 25 basis points, plus, in each case, accrued and unpaid interest thereon interest, if any, to, but excluding, the Redemption Date; provided. In no event shall any Redemption Date be a Legal Holiday. Furthermore, however, that if the Redemption Date falls with respect to a Note is after the close of business on a Regular Record Date record date for the payment of an installment of interest and on or prior to before the corresponding Interest Payment Daterelated interest payment date, the Company will pay the full amount of then accrued and unpaid interest and premiumto, if anybut excluding, due such interest payment date shall be paid, on such Interest Payment Date interest payment date, to the Holder of record of such Note (without any surrender of such Note by such Holder) at the close of business on such record date, and the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called Holder surrendering such Note for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the receive only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by shall not be entitled to any such interest unless such Holder to be redeemed. If all or less than all was also the Holder of the Notes are to be redeemed at the option record of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending Note at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partsuch record date.

Appears in 1 contract

Sources: Indenture (Power One Inc)

Optional Redemption. At The Securities of this series are subject to redemption, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time time, as a whole or in part, at a the election of the Company. If the Securities of this series are redeemed, the redemption price (the “Redemption Price”expressed as a percentage of principal amount and rounded to three decimal places) will equal to the greater of of: (i) the principal amount of the Notes being redeemed, and 1) (iia) the sum of the present values of the remaining scheduled payments of principal and interest on thereon discounted to the Notes to be redeemed that would be due if such notes redemption date (assuming the Securities matured on the 2030 Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 15 basis pointspoints less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities (or portion of such Securities) being redeemed, plus, in each either case, accrued and unpaid interest thereon to, to but excluding, excluding the Redemption Dateredemption date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes Securities are redeemed on or after the 2030 Par Call Date, the Redemption Price redemption price will be equal to 100% of the principal amount of the Notes Securities (or portion of such Securities) being redeemed plus accrued and unpaid interest thereon to, to but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for excluding the redemption of date. Notwithstanding the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Companyforegoing, the Company will notify the Trustee at least 45 days pay any interest installment due on a 2030 Notes Interest Payment Date which occurs on or prior to giving notice of a redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give date to the Holders the notice of redemption required by Section 1104 of the Base Indenture, Securities as of the close of business on the 2030 Notes Regular Record Date immediately preceding such notice from the 2030 Notes Interest Payment Date. The Company shall be given to calculate the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemptionredemption price. The Trustee shall have no responsibility for calculating to calculate, determine or verify the Redemption Priceredemption price or the Treasury Rate. The Trustee shall selectelection to redeem the Securities may be evidenced by either a Board Resolution or an Officers’ Certificate. In the event of redemption of this Security in part only, in such manner as it shall deem fair a new Security or Securities of this series and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called like tenor for redemption, except the unredeemed portion hereof will be issued in the name of any Note being redeemed in partthe Holder hereof upon the cancellation hereof.

Appears in 1 contract

Sources: Supplemental Indenture (Welltower OP LLC)