PROVISIONAL AND OPTIONAL REDEMPTION Clause Samples

The Provisional and Optional Redemption clause defines the conditions under which an issuer may redeem securities before their scheduled maturity date, either at its discretion or upon the occurrence of specified events. Typically, this clause outlines the notice period required, the redemption price, and any limitations or triggers, such as changes in tax law or market conditions, that allow for early redemption. Its core function is to provide flexibility for the issuer to manage debt obligations proactively, while also informing investors of the circumstances under which their securities may be redeemed early, thereby allocating risk and ensuring transparency.
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PROVISIONAL AND OPTIONAL REDEMPTION. (a) The Company may redeem any portion of the Securities at any time prior to June 15, 2004 (a "PROVISIONAL REDEMPTION"), upon giving notice as set forth in Section 6, at a redemption price equal to $1,000 per $1,000 principal amount of the Securities redeemed plus accrued and unpaid interest, if any (such amount, the "PROVISIONAL REDEMPTION PRICE"), to but excluding the date of redemption (the "PROVISIONAL REDEMPTION DATE") if (1) the Closing Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days within a period of any 30 consecutive Trading Days ending on the Trading Day prior to the date of mailing of the notice of Provisional Redemption (the "NOTICE DATE"), and (2) a shelf registration statement covering resales of the Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date unless registration is no longer required. (b) Except as set forth in clause (a) of this Section 5, the Company shall not have the option to redeem the Securities pursuant to this Section 5 prior to June 15, 2004. Thereafter, the Company shall have the option to redeem any portion of the Securities (an "OPTIONAL REDEMPTION") upon giving notice as set forth in Section 6. The Optional Redemption Prices (expressed as percentages of the principal amount) are as follows for Securities redeemed during the periods set forth below:
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PROVISIONAL AND OPTIONAL REDEMPTION. The Securities will be redeemable prior to maturity at the option of the Company, in whole or in part, at any time on or after May 3, 2005, in cash, at the following redemption prices (expressed as percentages of the principal amount thereof), if redeemed during the periods commencing on the dates set forth below, in each case together with accrued and unpaid interest, if any, to the redemption date: May 3, 2005 to April 30, 2006 103.143 % May 1, 2006 to April 30, 2007 102.357 % May 1, 2007 to April 30, 2008 101.571 % May 1, 2008 through May 1, 2009 inclusive 100.786 % The Securities may be redeemed at the election of the Company, as a whole or in parts from time to time, at any time prior to May 3, 2005 (a “Provisional Redemption”), at a redemption price equal to $1,000 per $1,000 principal amount of the Securities redeemed (such amount, together with the Make-Whole Payment (as defined below) the “Provisional Redemption Price”), on the date of redemption (the “Provisional Redemption Date”) specified in the notice of Provisional Redemption if (1) the closing price of the Common Stock on the NNM (or other United States national securities exchange where the Company’s Common Stock is traded) has exceeded 150% of the then current conversion price for at least 20 trading days within a period of any 30 consecutive trading days ending on the trading day prior to the date of mailing of the notice of Provisional Redemption (the “Notice Date”), and (2) a shelf registration statement covering resales of the Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date, unless registration is no longer required. Upon any such Provisional Redemption, the Company shall make an additional payment (the “Make-Whole Payment”) with respect to the Securities called for redemption to holders on the Provisional Redemption Date in an amount equal to the total value of the aggregate amount of interest that would have been payable on the Securities from the last day through which interest was paid on the Securities (or May 1, 2002 if no interest has been paid) through May 1, 2005 (or May 2, 2005 if the Provisional Redemption is May 2, 2005). The Company may make the Make-Whole Payment, at its option, either in cash or Common Stock or a combination thereof. Payments made in Common Stock will be valued at 95% of the average closin...
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PROVISIONAL AND OPTIONAL REDEMPTION. The Company shall have the right, at the Company’s option, at any time, and from time to time, on a Redemption Date on or after November 1, 2012 and before November 1, 2017, to redeem (a “Provisional Redemption”) all or any part of the Securities at a price, payable in cash, equal to the Redemption Price, if the Last Reported Sale Price per share of Common Stock for twenty (20) or more Trading Days in a period of thirty (30) consecutive Trading Days ending on the Trading Day prior to the date the Company provides the notice of Provisional Redemption pursuant to Section 3.06 of the Supplemental Indenture exceeds one hundred and thirty percent (130%) of the Conversion Price in effect on the applicable Trading Day. The Company shall have the right, at the Company’s option, at any time, and from time to time, on a Redemption Date on or after November 1, 2017, to redeem (an “Optional Redemption”) all or any part of the Securities at a price payable in cash equal to the Redemption Price.
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PROVISIONAL AND OPTIONAL REDEMPTION. (a) The Notes may be redeemed at the election of the Company, as a whole or in part from time to time, at any time prior to May 20, 2004 (a "PROVISIONAL REDEMPTION"), upon at least 20 and not more than 60 days' notice by mail to the Holders of the Notes at a redemption price equal to $1,000 per $1,000 principal amount of the Notes redeemed plus accrued and unpaid interest, if any (such amount, together with the Make-Whole Payment described below, the "PROVISIONAL REDEMPTION PRICE"), to but excluding the date of redemption (the "PROVISIONAL REDEMPTION DATE") if (1) the Closing Sale Price of the Common Stock has exceeded 150% of the Conversion Price for at least 20 Trading Days within a period of any 30 consecutive Trading Days ending on the Trading Day prior to the date of mailing of the notice of Provisional Redemption (the "NOTICE DATE"), and (2) a shelf registration statement covering
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PROVISIONAL AND OPTIONAL REDEMPTION. (a) The Securities may be redeemed at the election of the Company, as a whole or in part, at any time before January 18, 2005 (a "PROVISIONAL REDEMPTION"), upon at least 20 and not more than 60 days' notice by mail to the Holders of the Securities at a redemption price equal to $1,000 per $1,000 Principal amount of the Securities redeemed plus accrued and unpaid Interest, if any (such amount, the "PROVISIONAL REDEMPTION PRICE"), to but excluding the date of redemption (the "PROVISIONAL REDEMPTION DATE") if (1) the Trading Price of the Common Stock has exceeded 120% of the Conversion Price then in effect for at least 20 Trading Days within a period of 30 consecutive Trading Days ending on the Trading Day before the date of mailing of the notice of Provisional Redemption (the "NOTICE DATE"), and (2) a shelf registration statement covering resales of the Securities and the Common Stock issuable upon conversion thereof is effective and available for use and is expected to remain effective and available for use for the 30 days following the Provisional Redemption Date, unless registration is no longer required. (b) At any time on or after January 18, 2005, except for Securities that are converted pursuant to Section 11.1, the Company may, at its option, redeem the Securities in whole at any time or in part from time to time, on any date prior to the Stated Maturity of such Securities, upon notice as set forth in Section 10.4, at the Redemption Price (expressed in percentages of the Principal amount) set forth below if, but only if, redeemed on a Redemption Date occurring during the 12-month period beginning on the dates indicated: Redemption During the Twelve Months Commencing Price ----------------------------------------- -------------- January 18, 2005......................... 103.75% January 18, 2006......................... 102.50% January 18, 2007......................... 101.25% January 18, 2008......................... 100.00% (c) If the Company exercises its option to redeem the Securities pursuant to this Section 10.1(a) or (b), a Holder may nevertheless exercise its right to convert such Securities when and to the extent permissible under Article 11, in each case, until the close of business two Business Days immediately preceding the Redemption Date. (d) The Company shall pay any Interest to the Holder of the Securities called for redemption (including those Securities which are converted into Common Stock after the date the notice of the redemption...
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Related to PROVISIONAL AND OPTIONAL REDEMPTION

  • Optional Redemption (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuer will not have the option to redeem the 2019 Notes prior to June 1, 2014. On or after June 1, 2014, the Issuer may redeem all or a part of the 2019 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2019 Notes redeemed to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2014 103.000 % 2015 101.500 % 2016 and thereafter 100.000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the 2019 Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 1, 2014, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of 2019 Notes issued under the Indenture (including any additional notes issued after the Issue Date) at a redemption price of 106.000% of the principal amount thereof, plus accrued and unpaid interest to, but not including the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that (1) at least 65% in aggregate principal amount of the 2019 Notes issued under the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) that such redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) At any time prior to June 1, 2014, the Issuer may also redeem all or a part of the 2019 Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of 2019 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, but not including, the date of redemption, subject to the rights of Holders of 2019 Notes on the relevant record date to receive interest due on the relevant interest payment date.

  • Special Optional Redemption In the event of a Change of Control, the Issuer will have the option to redeem the Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date. If the Issuer exercises its redemption right, by sending the required notice, with respect to some or all of the Series A Preferred Stock, the holders of Series A Preferred Stock will not be permitted to exercise the conversion rights described below in respect of any Series A Preferred Stock called for redemption.

  • Optional Redemption of Notes (a) The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part. Prior to the Par Call Date, the redemption price (“Redemption Price”) will equal the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) that would be due if the Notes matured on 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 Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). 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 unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Issuer shall not redeem the Notes pursuant to Section 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price with respect to the Notes to be redeemed).

  • Optional Redemption of the Notes (a) The Company may redeem at its election, at any time or from time to time, some or all of the Notes before they mature at a redemption price equal to the sum of (x) 100% of the principal amount of Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

  • Optional Redemption in Cash The Borrower will have the option of prepaying this Note ("OPTIONAL REDEMPTION") by paying to the Holder a sum of money equal to one hundred thirty percent (130%) of the outstanding principal amount of this Note at the time of prepayment, 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 Related Agreement (the "REDEMPTION AMOUNT") outstanding on the day written notice of redemption (the "NOTICE OF REDEMPTION") is given to the Holder. The Notice of Redemption shall specify the date for such Optional Redemption (the "REDEMPTION PAYMENT DATE") which date shall be seven (7) business days after the date of the Notice of Redemption (the "REDEMPTION PERIOD"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has a pending election to convert pursuant to Section 3.1, or for conversions initiated or made by the Holder pursuant to Section 3.1 during the Redemption Period. The Redemption Amount shall be determined as if such ▇▇▇▇▇▇'s conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.