Redemption and Distribution. (a) Upon the repayment of the Debentures, at maturity, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemption, the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture so repaid or redeemed at the Prepayment Price. If fewer than all the outstanding Securities are to be so redeemed, the Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as described in Section 6. (b) If an Investment Company Event (as defined herein) occurs, the Administrative Trustees shall dissolve the Trust and, after satisfaction of liabilities to creditors, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal to the rate of ___%, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests in the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Event (the "90 Day Period"); provided, however, that, if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees will pursue such Ministerial Action in lieu of dissolution.
Appears in 3 contracts
Sources: Trust Agreement (Detroit Edison Trust I), Trust Agreement (Dte Energy Co), Trust Agreement (Dte Energy Co)
Redemption and Distribution. (a) Upon the repayment of the Debentures, at maturity, the proceeds from such repayment shall, after satisfaction of liabilities The Securities are subject to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) accordance herewith at any time prior to [ ]after July 26, 2010 and, in whole but not in partcertain circumstances, upon following the occurrence and continuation of a Special Event, in either case at a prepayment price Event (the "Prepayment Price"as defined below).
(b) equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemptionredemption (either at the option of the Debenture Issuer or pursuant to a Special Event in each case as described below), the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture Debentures so repaid or redeemed at a redemption price of $25 per Security plus an amount equal to accrued and unpaid Distributions thereon at the Prepayment date of the redemption, payable in cash (the "Redemption Price"). Holders will be given not less than 30 nor more than 60 days' notice of any such redemption.
(c) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be redeemed as described in Section 64(h)(ii) below.
(bd) If an Investment Company Event (as defined herein) occursThe Sponsor shall have the right at any time, upon notice to the Administrative Trustees, to elect to terminate the Trust, and upon receipt of such notice, the Administrative Trustees shall dissolve the Trust and, after satisfaction of liabilities to creditorscreditors of the Trust, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal identical to the rate of ___%Coupon Rate of, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as as, the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests in the Trust on a Pro Rata basis, Securities within 90 days following the occurrence of such Investment Company Event (the "90 Day Period"); provided, however, that, if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders receipt of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees will pursue such Ministerial Action in lieu Sponsor's notice of dissolutionelection.
Appears in 2 contracts
Sources: Trust Agreement (Berkley W R Corp), Trust Agreement (Berkley W R Corp)
Redemption and Distribution. (a) Upon the repayment of the Debentures, at maturity, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemptionredemption (either at the option of the Debenture Issuer or pursuant to a Special Event as described below), the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture Debentures so repaid or redeemed at a redemption price of $ per Security plus an amount equal to accrued and unpaid Distributions thereon at the Prepayment date of the redemption, payable in cash (the “Redemption Price”). Holders will be given not less than 30 nor more than 60 days notice of such redemption.
(b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as described in Section 64(g)(ii) below.
(bc) If [The Debenture Issuer shall have the right, upon not less than 30 nor more than 60 days notice, to redeem the Debentures, in whole but not in part, for cash within 90 days following the occurrence of an Investment Company Event (as defined hereinbelow) occurs(an Investment Company Even and a Tax Event are each, the Administrative Trustees shall dissolve the Trust a “Special Event”), and, after satisfaction of liabilities to creditorsfollowing such redemption, cause Debentures held by the Property Trustee, having Securities with an aggregate principal liquidation amount equal to the aggregate stated liquidation principal amount of, with an interest rate equal to the rate of ___%, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests in Debentures so redeemed shall be redeemed by the Trust at the Redemption Price on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Event (the "90 Day Period"); provided, however, that, if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees will pursue such Ministerial Action in lieu of dissolution.
Appears in 2 contracts
Sources: Trust Agreement, Trust Agreement (Allstate Financing X)
Redemption and Distribution. (a) Upon the repayment of the Debentures, at maturity, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at stated maturity or upon redemptionredemption (either at the option of the Sponsor or pursuant to a Special Event as described below), the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture Debentures so repaid or redeemed at a redemption price per Security equal to the Prepayment redemption price of the Debentures, together with accrued and unpaid Distributions thereon through the date of the redemption, payable in cash (the "Redemption Price"). Holders will be given not less than 30 nor more than 60 days' notice of such redemption.
(b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Trust Preferred Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as described in Section 64(g) below.
(bc) If If, at any time, a Tax Event or an Investment Company Event (each, as defined hereinbelow, a "Special Event") occursshall occur and be continuing, the Administrative Regular Trustees shall may with the consent of the Sponsor, except in certain limited circumstances in relation to a Tax Event described in this Section 4(c), dissolve the Trust and, after satisfaction of liabilities to creditors, cause Debentures held by the Property Institutional Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal identical to the rate of ___%Coupon Rate of, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued accumulated and unpaid Distributions on, and having the same record date for payment as the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests in the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Special Event (the "90 Day Period"); provided, however, thatthat such dissolution and distribution shall be conditioned on (i) the Trustees' receipt of an opinion of a nationally recognized independent tax counsel experienced in such matters (a "No Recognition Opinion"), if at which opinion may rely on published revenue rulings of the time there is available Internal Revenue Service, to the effect that the Holders of the Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the opportunity distribution of Debentures, (ii) in the case of a Tax Event, the Sponsor or the Trust being unable to eliminateavoid, within the 90 Day Period, the Investment Company Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have has no adverse effect on the Trust, the Debenture IssuerSponsor, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), and (iii) the Administrative Sponsor's prior written consent to such dissolution and distribution. If in the event of a Tax Event (i) after receipt of a Dissolution Tax Opinion (as defined hereinafter) by the Regular Trustees, the Sponsor has received an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel experienced in such matters that, as a result of a Tax Event, there is more than an insubstantial risk that the Sponsor would be precluded from deducting the interest on the Debentures for United States federal income tax purposes even after the Debentures were distributed to the Holders of Securities in liquidation of such Holders' interests in the Trust as described in this Section 4(c), or (ii) the Trustees shall have been informed by such tax counsel that a No Recognition Opinion cannot be delivered to the Trust, the Sponsor shall have the right at any time, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, for cash within 90 days following the occurrence of such Tax Event. Following such redemption, Securities with an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so redeemed shall be redeemed by the Trust at the Redemption Price on a Pro Rata basis; provided, however, that, if at any time there is available to the Sponsor or the Trust the opportunity to eliminate, within such 90 Day Period, the Tax Event by taking some Ministerial Action, the Trust or the Sponsor will pursue such Ministerial Action in lieu of dissolutionredemption.
Appears in 2 contracts
Sources: Declaration of Trust (Bay View Capital Corp), Declaration of Trust (Nuevo Energy Co)
Redemption and Distribution. (a) Upon the repayment of the Debentures, Debentures at maturity, the proceeds from such repayment shall, after satisfaction of liabilities to creditorscreditors of the Trust, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ 25 per Security plus an amount equal to accrued accumulated and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable redeemable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] February 1, 2007 or (ii) at any time prior to [ ]February 1, 2007, in whole but not in part, upon within 90 days following the occurrence and continuation of a Special Event, in either case at a prepayment redemption price (the "Prepayment Redemption Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5redemption. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemption, the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture so repaid or redeemed at the Prepayment Redemption Price. If fewer than all the outstanding Securities are to be so redeemed, the Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as described in Section 6.
(b) If an Investment Company Event (as defined herein) or a Tax Event occurs, the Administrative Trustees shall dissolve Debentures are redeemable at the Trust and, after satisfaction of liabilities to creditors, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal to the rate of ___%, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Securities, to be distributed to the Holders option of the Securities Debenture Issuer, in liquidation of such Holders' interests whole but not in the Trust on a Pro Rata basis, part within 90 days following the occurrence of such Investment Company Event or Tax Event (the "90 Day Period")) on not less than 30 nor more than 60 days notice prior to the date fixed for redemption; provided, however, that, if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Event or Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees will pursue such Ministerial Action in lieu of dissolutiondissolution (either, a "Special Event Redemption"). If the Debenture Issuer redeems the Debentures upon the occurrence and continuance of a Investment Company Event or Tax Event, the proceeds from such redemption shall simultaneously be applied by the Trust to redeem the Securities having an aggregate stated liquidation amount equal to the aggregate principal amount of the Debentures so redeemed at the Redemption Price per Security. To the extent the Redemption Price is received by the Property Trustee, the Property Trustee will distribute, to each record Holder of the Securities the Redemption Price payable in liquidation of such Holder's interests in the Trust.
Appears in 2 contracts
Sources: Trust Agreement (Dte Energy Co), Trust Agreement (Dte Energy Co)
Redemption and Distribution. (a) Upon the repayment of the Debentures, at maturity, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemptionredemption (either at the option of the Debenture Issuer or pursuant to a Special Event as described below), the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture Debentures so repaid or redeemed at a redemption price per Security equal to the Prepayment redemption price of the Debentures, together with accrued and unpaid Distributions thereon through the date of the redemption, payable in cash (the "Redemption Price"). Holders will be given not less than 20 nor more than 60 days notice of such redemption.
(b) If fewer than all the outstanding Securities are to be so redeemed, the Securities will be redeemed Pro Rata and the Trust from each Holder of Securities, it being understood that, in respect of Convertible Preferred Securities to be redeemed registered in the name of and held of record by DTC (or a successor depositary) or any nominee, the distribution of the proceeds of such redemption will be as described made in Section 6accordance with the procedures of such agency or nominee.
(bc) If If, at any time, a Tax Event or an Investment Company Event (each, as defined hereinbelow, a "Special Event") occursshall occur and be continuing, the Administrative Regular Trustees shall may with the consent of the Sponsor, except in certain limited circumstances in relation to a Tax Event described in this Section 4(c), dissolve the Trust and, after satisfaction of liabilities to creditors, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal identical to the rate of ___%Coupon Rate of, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests in the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Special Event (the "90 Day Period"); provided, however, thatthat such dissolution and distribution shall be conditioned on (i) in the case of the occurrence of a Tax Event, if at the time there is available Regular Trustees' receipt of an opinion of a nationally recognized independent tax counsel experienced in such matters (a "No Recognition Opinion"), which opinion may rely on published revenue rulings of the Internal Revenue Service, to the effect that neither the Trust nor the opportunity Holders of the Securities will recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures, (ii) in the case of a Tax Event, the Debenture Issuer or the Trust being unable to eliminate, within the 90 Day Period, the Investment Company Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have has no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), and (iii) the Administrative Sponsor's prior written consent to such dissolution and distribution. If in the event of a Tax Event (i) after receipt of a Dissolution Tax Opinion (as defined hereinafter) by the Regular Trustees, the Sponsor has received an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel experienced in such matters that, as a result of a Tax Event, there is more than an insubstantial risk that the Debenture Issuer would be precluded from deducting the interest on the Debentures for United States federal income tax purposes even if the Debentures were distributed to the Holders of Securities in liquidation of such Holders' interests in the Trust as described in this Section 4(c), or (ii) the Regular Trustees shall have been informed by nationally recognized independent tax counsel experienced in such matters that a No Recognition Opinion cannot be delivered to the Trust, the Debenture Issuer shall have the right at any time, upon not less than 20 nor more than 60 days notice, to redeem the Debentures in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, for cash within 90 days following the occurrence of such Tax Event. Following such redemption, Securities with an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so redeemed shall be redeemed by the Trust at the Redemption Price on a Pro Rata basis; provided, however, that, if at the time there is available to the Debenture Issuer or the Trust the opportunity to eliminate, within such 90-day period, the Tax Event by taking some Ministerial Action, the Trust or the Debenture Issuer will pursue such Ministerial Action in lieu of dissolutionredemption.
Appears in 1 contract
Sources: Exchange Agreement (Insignia Financial Group Inc /De/)
Redemption and Distribution. (a) Upon the repayment of the DebenturesDebentures in whole or in part, whether at maturity, upon acceleration, earlier redemption or otherwise, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, or payment shall be simultaneously applied to redeem redeem, in cash, Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid or redeemed at a redemption price of $____ per Security plus an amount equal to the redemption price of such repaid or redeemed Debentures (as specified in the Indenture and the Offering Memorandum), together with accrued and unpaid Distributions thereon at through the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price redemption (the "Prepayment Redemption Price"). Holders will be given not less than 30 nor more than 60 days' notice of such redemption.
(b) equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemption, the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture so repaid or redeemed at the Prepayment Price. If fewer than all of the outstanding Securities are to be so redeemed, the Trust Common Securities and the Trust Preferred Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as described in Section 6paragraph 4(f)(ii) below.
(bc) If If, at any time, a Tax Event or an Investment Company Event (each as defined hereinbelow and each a "Special Event") occursshall occur and be continuing the Adminis trative Trustees shall, unless the Administrative Trustees shall Debentures are redeemed in the limited circumstances involving a Redemption Tax Event (as defined below), dissolve the Trust and, after satisfaction of liabilities to creditorscreditors of the Trust, if any, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal identical to the rate of ___%Coupon Rate of, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest Distributions on equal to accrued and unpaid Distributions onto, and having the same record date for payment as as, the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests interest in the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Special Event (the "90 Day Period"); provided, however, thatthat in the case of a Tax Event, such dissolution and distribution shall be conditioned on the Administrative Trustees' receipt of an opinion of a nationally recognized independent tax counsel experienced in such matters (a "No Recognition Opinion"), which opinion may rely on published revenue rulings of the Internal Revenue Service, to the effect that the Holders of the Trust Preferred Securities will not recognize any income, gain or loss for United States federal income tax purposes as a result of such dissolution and distribution of Debentures, and provided, further, that if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Special Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that which in the sole judgment of the Sponsor, has or will have cause no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees Trust will pursue such Ministerial Action in lieu of dissolution. If in the event of a Tax Event, (i) the Administrative Trustees have received an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel experienced in such matters that, as a result of a Tax Event, there is more than an insubstantial risk that the Debenture Issuer would be precluded from deducting the interest on the Debentures for United States federal income tax purposes even if the Debentures were distributed to the Holders of Securities in liquidation of such Holders' interest in the Trust as described in this paragraph 4(c), or (ii) the Administrative Trustees shall have been informed by such tax counsel that a No Recognition Opinion cannot be delivered to the Trust (each such case, a "Redemption Tax Event"), the Debenture Issuer shall have the right, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures in whole (but not in part) for cash within 90 days following the occurrence of such Redemption Tax Event at a Redemption Price equal to 100% of the principal amount of the Debentures so redeemed, plus any accrued and unpaid interest thereon to the date fixed for redemption and promptly following such redemption, the Securities shall be redeemed at the Redemption Price on a Pro Rata basis at $30 per Security plus accrued and unpaid distributions thereon to the date fixed for redemption; provided, however, that if at the time there is available to the Debenture Issuer or the Trust the opportunity to eliminate, within such 90 Day Period, the Redemption Tax Event by taking some Ministerial Action which has no adverse effect on the Trust, the Holders of Securities or the Debenture Issuer, the Trust or the Debenture Issuer will pursue such Ministerial Action in lieu of redemption.
Appears in 1 contract
Sources: Declaration of Trust (American Equity Investment Life Holding Co)
Redemption and Distribution. (a) Upon the repayment of the Debentures, at maturity, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemptionredemption (either at the option of the Debenture Issuer or pursuant to a Special Event (as defined below)), the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture Debentures so repaid or redeemed at a redemption price equal to the Prepayment redemption price of such repaid or redeemed Debentures, together with accrued and unpaid Distributions thereon through the date of the redemption, payable in cash (the "Redemption Price"). Holders will be given not less than 30 nor more than 60 days' notice of such redemption. Upon the repayment of the Debentures at maturity or upon any acceleration, earlier redemption or otherwise, the proceeds from such repayment will be applied to redeem the Securities, in whole, upon not less than 30 nor more than 60 days' notice.
(b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as described in Section 6paragraph 4(f)(ii) below.
(bc) If If, at any time, a Tax Event or an Investment Company Event (each as defined hereinbelow and each a "Special Event") occursshall occur and be continuing the Regular Trustees shall, unless the Administrative Trustees shall Debentures are redeemed in the limited circumstances in relation to a Tax Event described in this Section 4(c), dissolve the Trust and, after satisfaction of liabilities to creditorscreditors of the Trust, if any, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal identical to the rate of ___%, [if on or prior to ____________________Coupon Rate of, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests interest in the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Special Event (the "90 Day Period"); providedPROVIDED, howeverHOWEVER, thatthat in the case of a Tax Event, such dissolution and distribution shall be conditioned on the Regular Trustees' receipt of an opinion of a nationally recognized independent tax counsel experienced in such matters (a "No Recognition Opinion"), which opinion may rely on published revenue rulings of the Internal Revenue Service, to the effect that the Holders of the Preferred Securities will not recognize any income, gain or loss for United States federal income tax purposes as a result of such dissolution and distribution of Debentures, and PROVIDED, FURTHER, that if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Special Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that which in the sole judgment of the Sponsor, has or will have cause no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees Trust will pursue such Ministerial Action in lieu of dissolution. If in the event of a Tax Event, (i) after receipt of a Tax Event Opinion (as defined hereinafter) by the Trust, the Regular Trustees have received an opinion (a "Redemption Tax Opinion") of a nationally recognized independent tax counsel experienced in such matters that, as a result of a Tax Event, there is more than an insubstantial risk that the Debenture Issuer would be precluded from deducting the interest on the Debentures for United States federal income tax purposes even if the Debentures were distributed to the Holders of Securities in liquidation of such Holders' interest in the Trust as described in this paragraph 4(c), or (ii) after receipt of a Tax Event Opinion, the Regular Trustees shall have been informed by such tax counsel that a No Recognition Opinion cannot be delivered to the Trust, the Debenture Issuer shall have the right, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures in whole (but not in part) for cash within 90 days following the occurrence of such Tax Event, and promptly following such redemption, the Securities shall be redeemed, on a Pro Rata basis at a redemption price equal to the redemption price of such redeemed Debentures, together with accrued and unpaid Distributions thereon through the date of redemption, payable in cash; PROVIDED, HOWEVER, that if at the time there is available to the Debenture Issuer or the Trust the opportunity to eliminate, within such 90 Day Period, the Tax Event by taking some Ministerial Action which has no adverse effect on the Trust, the Holders of Securities or the Debenture Issuer, the Trust or the Debenture Issuer will pursue such Ministerial Action in lieu of redemption.
Appears in 1 contract
Redemption and Distribution. The Securities are subject to redemption in accordance herewith at any time after September , 2007 and, in certain circumstances, following the occurrence of a Special Event (as defined below);
(a) Upon the repayment of the Debentures, at maturity, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemptionredemption (either at the option of the Debenture Issuer or pursuant to a Special Event in each case as described below), the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture Debentures so repaid or redeemed at a redemption price of $25 per Security plus an amount equal to accrued and unpaid Distributions thereon at the Prepayment date of the redemption, payable in cash (the "Redemption Price"). Holders will be given not less than 30 nor more than 60 days' notice of any such redemption.
(b) If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be redeemed as described in Section 64(f)(ii) below.
(bc) If an Investment Company Event (as defined herein) occursThe Sponsor shall have the right at any time, upon notice to the Regular Trustees, to elect to terminate the Trust, and upon receipt of such notice, the Administrative Regular Trustees shall dissolve the Trust and, after satisfaction of liabilities to creditorscreditors of the Trust, cause Debentures held by the Property Institutional Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal identical to the rate of ___%Coupon Rate of, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as as, the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests in the Trust on Securities within 90 days following receipt of the Sponsor's notice of election.
(d) If, at any time, (i) a Pro Rata basisTax Event (as defined below) has occurred and is continuing or (ii) an Investment Company Event (as defined below) has occurred and is continuing, the Company shall 55 have the right, upon not less than 30 nor more than 60 days notice, to redeem the Securities in whole or in part, for cash in the amount of the Redemption Price, within 90 days following the occurrence of such Investment Company Event (Tax Event, and, following such redemption, Trust Securities with an aggregate liquidation amount equal to the "90 Day Period")aggregate principal amount of the Securities so redeemed shall be redeemed by PLC Capital at the Redemption Price on a PRO RATA basis[; providedPROVIDED, howeverHOWEVER, that, that if at the time there is available to the Company or the Trust the opportunity to eliminate, within the such 90 Day Periodday period, the Investment Company Tax Event by taking some ministerial action, such as filing a form or making an election, election or pursuing some other similar reasonable measure that will have has no adverse effect on the TrustPLC Capital, the Debenture IssuerCompany or the holders of the Trust Securities, the Sponsor Company or the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees PLC Capital will pursue such Ministerial Action measure in lieu of dissolutiona redemption. If the Company does not elect either to distribute the Securities to the holders of the Preferred Securities in liquidation of PLC Capital or to redeem the Securities, the Trust Securities shall remain outstanding and, in the event a Tax Event is continuing, Additional Interest (as defined in Section 2.18) will be payable on the Securities.]
Appears in 1 contract
Redemption and Distribution. (a) Redemption of the Securities will occur simultaneously with any repayment of the Debentures. The Debentures will mature on [ _ ] (the "Stated Maturity"), and are prepayable as set forth in this Section 4. Upon the repayment of the DebenturesDebentures in whole or in part, whether at maturitymaturity or upon redemption, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid or redeemed at the Redemption Price. Securities redeemed upon maturity of the Debentures will be redeemed at a redemption price of $___[ _ ] per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cashcash (the "Redemption Price"). [If fewer than all the outstanding Securities are to be so redeemed, the Securities will be redeemed Pro Rata and the Preferred Securities to be redeemed will be as described in Section 4(f)(ii) below.
(b) The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ _ ] or (ii) at any time prior to [ _ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.]
(c) The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemption, the proceeds from such repayment or payment following terms used herein shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture so repaid or redeemed at the Prepayment Price. If fewer than all the outstanding Securities are to be so redeemed, the Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be defined as described in Section 6.
(b) If an Investment Company Event (as defined herein) occurs, the Administrative Trustees shall dissolve the Trust and, after satisfaction of liabilities to creditors, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal to the rate of ___%, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests in the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Event (the "90 Day Period"); provided, however, that, if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees will pursue such Ministerial Action in lieu of dissolution.follows:
Appears in 1 contract
Redemption and Distribution. (a) Upon the repayment of the DebenturesTrust Debentures in whole or in part, whether at maturitymaturity or upon redemption, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Trust Debentures so repaid or redeemed at a redemption price of $____ $ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price cash (the "Prepayment Redemption Price"). Holders will be given not less than 30 nor more than 60 days notice of such redemption.
(b) equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemption, the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture so repaid or redeemed at the Prepayment Price. If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata and the Trust Preferred procedure for redeeming Capital Securities to be redeemed will be as described in Section 64(f)(ii) below.
(bc) If a Tax Event or an Investment Company Event (each as defined hereinbelow, and each a "Special Event") occursshall occur and be continuing, the Administrative Regular Trustees shall shall, except in certain limited circumstances in relation to a Tax Event described in this Section 4(c), dissolve the Trust and, after satisfaction of liabilities to creditors, cause Trust Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal identical to the rate of ___%Coupon Rate of, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment payment, as the Securities, to be distributed to the Holders of the Securities in liquidation of such Holders' interests in the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Special Event (the "90 Day Period"); providedPROVIDED that, howeveras a condition of such dissolution and distribution, the Regular Trustees shall have received an opinion of a nationally recognized independent tax counsel experienced in such matters (a "No Recognition Opinion"), which opinion may rely on published revenue rulings of the Internal Revenue Service, to the effect that the Holders will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Trust Debentures, and PROVIDED, FURTHER, that, if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Special Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have has no adverse effect on the Trust, the Trust Debenture Issuer, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees Trust will pursue such Ministerial Action in lieu of dissolution. If in the event of a Tax Event (i), after receipt of a Tax Event Opinion (as defined hereinafter) by the Regular Trustees, the Trust Debenture Issuer has received an opinion (a "Redemption Tax Opinion") from a nationally recognized independent tax counsel experienced in such matters that, as a result of a Tax Event, there is more than an insubstantial risk that the Trust Debenture Issuer would be precluded from deducting the interest on the Trust Debentures for United States federal income tax purposes even if the Trust Debentures were distributed to the Holders in liquidation of such Holders' interests in the Trust as described in this Section 4(c), or (ii), after receipt of a Tax Event Opinion, the Regular Trustees shall have been informed by such tax counsel that a No Recognition Opinion cannot be delivered to the Trust, the Trust Debenture Issuer shall have the right at any time, upon not less than 30 nor more than 60 days notice, to redeem the Trust Debentures in whole or in part for cash within 90 days following the occurrence of such Tax Event, and, following such redemption, Securities with an aggregate liquidation amount equal to the aggregate principal amount of the Trust Debentures so redeemed shall be redeemed by the Trust at the Redemption Price on a Pro Rata basis; PROVIDED that, if at the time there is available to the Trust the opportunity to eliminate, within such 90 day period, the Tax Event by taking some Ministerial Action, the Trust or the Trust Debenture Issuer shall pursue such Ministerial Action in lieu of redemption.
Appears in 1 contract
Redemption and Distribution. (a) Upon the repayment or payment of the DebenturesDebentures in whole or in part, whether at maturitymaturity or upon redemption or otherwise, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, or redemption shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid or redeemed at a the redemption price of $____ per Security of 100% of the liquidation amount of the Security to be redeemed, plus an amount equal to the Make-Whole Premium (as defined in the Indenture) or Special Event Make-Whole Premium (as defined in the Indenture), if any, together with accrued and unpaid Distributions thereon at through the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option Holders will be given not less than 30 nor more than 60 days' notice of the Debenture Issuer such redemption.
(ib) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemption, the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture so repaid or redeemed at the Prepayment Price. If fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata and the Trust Preferred Capital Securities to be redeemed will be as described in Section 6Paragraph 4(e)(ii) below.
(bc) If an Investment Company Event [intentionally omitted]
(as defined hereind) occurs, the Administrative Trustees shall dissolve the Trust and, after satisfaction of liabilities to creditors, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal to the rate of ___%, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to The Securities will not be redeemed unless all accrued and unpaid Distributions onhave been paid on all Securities for all semi-annual Distribution periods terminating on or before the date of redemption.
(i) Notice of any redemption of, or notice of distribution of Debentures in exchange for the Securities (a "Redemption/Distribution Notice") will be given by the Trust by mail to each Holder of Securities to be redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes of the calculation of the date of redemption or exchange and having the same record date for payment as dates on which notices are given pursuant to this paragraph 4(e)(i), a Redemption/Distribution Notice shall be deemed to be given on the Securitiesday such notice is first mailed by first-class mail, postage prepaid, to Holders of Securities. Each Redemption/Distribution Notice shall be distributed addressed to the Holders of Securities at the address of each such Holder appearing in the books and records of the Trust. No defect in the Redemption/Distribution Notice or in the mailing of either thereof with respect to any Holder shall affect the validity of the redemption or exchange proceedings with respect to any other Holder.
(ii) In the event that fewer than all the outstanding Securities are to be redeemed, the Securities to be redeemed shall be redeemed Pro Rata from each Holder of Capital Securities, it being understood that, in liquidation respect of Capital Securities registered in the name of and held of record by the Depositary (or any successor Depositary) or any nominee, the distribution of the proceeds of such Holders' interests redemption will be made to each Depositary Participant (or Person on whose behalf such nominee holds such Securities) in accordance with the procedures applied by such agency or nominee.
(iii) If Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Debentures are redeemed as set out in this paragraph 4 (which notice will be irrevocable), then (A) with respect to Capital Securities held in book-entry form, by 1:00 p.m., New York City time, on the redemption date, provided that the Sponsor has paid the Property Trustee a Pro Rata basissufficient amount of cash in connection with the related redemption or maturity of the Debentures, within 90 days following the occurrence Property Trustee will deposit irrevocably with the Depositary (or successor Depositary) funds sufficient to pay the amount payable on redemption with respect to such Capital Securities and will give the Depositary irrevocable instructions and authority to pay the amount payable on redemption to the Capital Security Beneficial Owner, and (B) with respect to Capital Securities issued in certificated form and Common Securities, provided that the Sponsor has paid the Property Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Debentures, the Property Trustee will irrevocably deposit with the Paying Agent funds sufficient to pay the amount payable on redemption to the Holders of such Investment Company Event Securities upon surrender of their certificates. If a Redemption/Distribution Notice shall have been given and funds deposited as required, then on the date of such deposit, all rights of Holders of such Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the redemption price, but without interest on such redemption price. Neither the Regular Trustees nor the Trust shall be required to register or cause to be registered the transfer of any Securities that have been so called for redemption. If any date fixed for redemption of Securities is not a Business Day, then payment of the amount payable on such date will be made on the next succeeding day that is a Business Day (the "90 Day Period"); provided, however, without any interest or other payment in respect of any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the redemption price in respect of any Securities is improperly withheld or refused and not paid either by the Trust or by the Sponsor as guarantor pursuant to the Capital Securities Guarantee, Distributions on such Securities will continue to accrue at the time there is available then applicable rate, from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the amount payable upon redemption (other than for purposes of calculating any premium).
(iv) Redemption/Distribution Notices shall be sent by the Regular Trustees on behalf of the Trust to (A) in the opportunity to eliminate, within the 90 Day Periodcase of Capital Securities held in book-entry form, the Investment Company Event by taking some ministerial actionDepositary and, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on in the Trustcase of Securities held in certificated form, the Debenture IssuerHolders of such certificates and (B) in respect of the Common Securities, the Holder thereof.
(v) Subject to the foregoing and applicable law (including, without limitation, United States federal securities laws), the Sponsor or any of its subsidiaries may at any time and from time to time purchase outstanding Capital Securities by tender, in the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees will pursue such Ministerial Action in lieu of dissolutionopen market or by private agreement.
Appears in 1 contract
Sources: Declaration of Trust (Zenith National Insurance Corp)
Redemption and Distribution. (a) Upon the repayment of the Debentures, at maturity, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemptionotherwise (either at the option of the Debenture Issuer or pursuant to a Special Event, as described below), the proceeds from such repayment or payment shall be simultaneously applied by the Property Trustee (subject to the Property Trustee having received written notice no later than 45 days prior to such repayment) to redeem a Like Amount of the Securities having an aggregate liquidation amount at a redemption price equal to the aggregate principal amount 100% of the Debenture so repaid or principal of, plus accrued and unpaid interest on, the Debentures being redeemed at (the Prepayment "Redemption Price"). If Holders will be given not less than 30 nor more than 60 days' prior written notice of such redemption.
(b) In the case of an optional redemption, if fewer than all the outstanding Securities are to be so redeemed, the Common Securities will and the Capital Securities shall be redeemed Pro Rata and the Trust Preferred Capital Securities to be redeemed will be determined as described in Section 6.
(b4(f)(ii) If below. Upon the entry of an Investment Company Event (as defined herein) occursorder for the dissolution of the Trust by a court of competent jurisdiction, the Administrative Trustees Debentures thereafter will be subject to optional redemption, in whole, but not in part, on or after the Initial Optional Redemption Date. The Debenture Issuer shall dissolve have the Trust right (subject to the conditions in the Indenture) to elect to redeem the Debentures, in whole or in part, at any time on or after [ ], 2009 (the "Initial Optional Redemption Date"), and, after satisfaction of liabilities to creditors, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, simultaneous with an interest rate equal to the rate of ___%, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Securitiessuch redemption, to be distributed to the Holders cause a Like Amount of the Securities in liquidation of such Holders' interests in to be redeemed by the Trust at the Redemption Price on a Pro Rata basis.
(c) If at any time an Investment Company Event, a Regulatory Capital Event or a Tax Event (each as defined below, and each a "Special Event") occurs, the Debenture Issuer shall have the right (subject to the conditions set forth in the Indenture) at any time prior to the Initial Optional Redemption Date, to redeem the Debentures in whole, but not in part, within the 90 days following the occurrence of such Investment Company Special Event (the "''90 Day Period"); provided, howeverand, thatsimultaneous with such redemption, if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Event by taking some ministerial action, such as filing cause a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders Like Amount of the Securities and will involve no material cost ("Ministerial Action"), to be redeemed by the Administrative Trustees will pursue such Ministerial Action in lieu of dissolutionTrust at the Redemption Price on a Pro Rata basis.
Appears in 1 contract
Redemption and Distribution. (a) Upon the repayment of the DebenturesNotes in whole or in part, whether at maturitymaturity or upon redemption either at the option of the Note Issuer or pursuant to a tax event as described below, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, or payment shall be simultaneously applied to redeem Trust Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures Notes so repaid or redeemed at a redemption price of $____ 25 per Trust Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price cash (the "Prepayment Redemption Price"). Holders will be given not less than 30 nor more than 60 days notice of such redemption.
(b) equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemption, the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture so repaid or redeemed at the Prepayment Price. If fewer than all the outstanding Trust Securities are to be so redeemed, the Common Securities and the Preferred Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as described in Section 6Paragraph 4(f)(ii) below.
(bc) If an Investment Company a Tax Event (as defined herein) occurs, shall occur and be continuing the Administrative Regular Trustees shall dissolve the Trust and, after satisfaction of liabilities to creditorscreditors of the Trust, cause Debentures Notes held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal to of the rate of ___%, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Trust Securities, to be distributed to the Holders of the Trust Securities in liquidation of such Holders' interests in the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Tax Event (the "90 90-Day Period"); provided, however, that as a condition of such dissolution and distribution, the Regular Trustee shall have received an opinion of a nationally recognized independent tax counsel experienced in such matters (a "No Recognition Opinion"), which opinion may rely on published revenue rulings of the Internal Revenue Service, to the effect that the Holders of the Trust Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Notes, and provided, further, that, if at the time there is available to the Trust the opportunity to eliminateavoid, within the 90 Day 90-day Period, the Investment Company Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have has no adverse effect on the Trust, the Debenture Note Issuer, the Sponsor or the Holders of the Trust Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees Trust or the Sponsor will pursue such Ministerial Action in lieu of dissolution. If (i) after receipt of a Dissolution Tax Opinion by and upon the request of the Regular Trustees, the Note Issuer has received an opinion of a nationally recognized independent tax counsel experienced in such matters (a "Redemption Tax Opinion") to the effect that, as a result of a Tax Event, there is more than an insubstantial risk that the Note Issuer would be precluded from deducting the interest on the Notes for United States federal income tax purposes even if the Notes were distributed to the Holders of Trust Securities in liquidation of such Holders' interests in the Trust, as described in this Paragraph 4(c), or (ii) the Regular Trustees shall have been informed by such tax counsel that a No Recognition Opinion cannot be delivered to the Trust, the Note Issuer shall have the right, upon not less than 30 nor more than 60 days notice, to redeem the Notes in whole or in part for cash within 90 days following the occurrence of such Tax Event and, following such redemption, Trust Securities with an aggregate liquidation amount equal to the aggregate principal amount of the Notes so redeemed shall be redeemed by the Trust at the Redemption Price on a Pro Rata basis; provided, however, that, if at the time there is available to the Trust the opportunity to avoid, within such 90-Day Period, the Tax Event by some Ministerial Action, the Trust or the Sponsor will pursue such Ministerial Action in lieu of redemption.
Appears in 1 contract
Redemption and Distribution. (a) Upon the repayment of the Debentures, at maturity, Debentures on the proceeds from such repayment shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a Maturity Date thereof [or redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer thereof (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ thereto in accordance with the terms thereof], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemption, the proceeds from such repayment or payment redemption shall be simultaneously applied by the Property Trustee (subject to the Property Trustee having received notice no later than 45 days prior to such repayment or redemption) to redeem a Like Amount of the Securities having an aggregate liquidation amount at a redemption price equal to (i) in the aggregate principal amount case of the Debenture so repaid or redeemed at repayment of the Prepayment Price. If fewer than all Debentures on the outstanding Securities are to be so redeemedMaturity Date, the Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as described in Section 6.
(b) If an Investment Company Event Maturity Redemption Price (as defined herein) occurs, the Administrative Trustees shall dissolve the Trust and, after satisfaction of liabilities to creditors, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal to the rate of ___%below), [if on or (ii) in the case of the optional redemption of the Debentures prior to [___________] upon the occurrence and continuation of a [Special Event] (as defined below), the Special Event Redemption Price (as defined below)] and [(iii) in the case of the optional redemption of the Debentures other than as contemplated in clause (ii) above, the Optional Redemption Price (as defined below)]. The [Maturity Redemption Price, the Special Event Redemption Price and the Optional Redemption Price] are referred to collectively as the "Redemption Price."
(b) (i)______"Maturity Redemption Price" means a price equal to 100% of the Liquidation Amount of the Securities to be redeemed plus accumulated and unpaid Distributions thereon, if any, to the date of redemption. [(ii)____"Optional Redemption Price" means a price equal to the percentage of the Liquidation Amount of Securities to be redeemed plus accumulated and unpaid Distributions thereon, if any, to the date of such redemption if redeemed during the 12 month period beginning [_________, ] of the years indicated below: Year Percentage and thereafter at 100% of the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Securities, Liquidation Amount of Securities to be distributed to the Holders of the Securities in liquidation of such Holders' interests in the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Event (the "90 Day Period"); provided, however, that, if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees will pursue such Ministerial Action in lieu of dissolutionredeemed.].
Appears in 1 contract
Redemption and Distribution. (a) Upon On the repayment of the Debentures, at maturity, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the effective date of the redemptionPartnership Merger (the "Distribution Date"), payable in cash. [The Debentures are prepayable immediately prior to the Stated Maturity at the option filing of the Debenture Issuer certificate of merger for the Partnership Merger (the "Effective Time"), the following transactions shall be effectuated in the following order:
(i) First, each of the Investors shall assign, transfer and contribute all of its Partnership Units (which shall be not less than all of the Partnership Units set forth beside said Investor's name on Exhibit A) to Investor LLC, pursuant to an Assignment and Assumption of Partnership Interests in whole or the form attached hereto as Exhibit C. Upon the execution and delivery of each Assignment and Assumption of Partnership Interests, Investor LLC shall be admitted as a limited partner in part, from time to time, on or after [ ] or the Partnership in the place and stead of said Investor; and
(ii) at any time prior Second, Investor LLC shall withdraw from the Partnership and surrender all of its Partnership Units (which shall be not less than the aggregate number of Partnership Units set forth on Exhibit A) for redemption by the Partnership pursuant to [ ]an instrument of complete withdrawal in the form attached hereto as Exhibit D, and in whole but not in part, upon consideration thereof the occurrence Partnership shall (x) distribute and continuation assign to Investor LLC all of a Special Event, in either case at a prepayment price the Partnership's membership interests (the "Prepayment PriceDistributed Interests") equal in the limited liability companies identified on Exhibit E (collectively, the "Distributed LLC's"; said distribution being referred to 100% herein as the "Distribution"), pursuant to an Assignment and Assumption of Membership Interests in the principal amount thereofform attached hereto as Exhibit F, plus accrued (y) assign to Investor LLC, without representation or warranty, the name "Grove," any trademarks of which the name "Grove" forms a constituent part and unpaid interest thereon any related intellectual property rights and (including Additional Interest and Compound Interestz) pay to Investor LLC the Cash Redemption Payment, if any) as the same may be adjusted pursuant to the date of prepayment.] The Debentures are prepayable as set forth in this Section 52.6 hereof. Upon the repayment execution and delivery of the Debentures in whole or in part, whether at maturity or upon redemptionAssignment and Assumption of Membership Interests, the proceeds from such repayment or payment Partnership Units surrendered by Investor LLC shall be simultaneously applied deemed to redeem Securities having an aggregate liquidation amount equal have been redeemed and cancelled without the necessity of further action, and shall thereupon forever cease to exist, and Investor LLC shall no longer be a limited partner in the aggregate principal amount Partnership. Said redemption is not being effectuated pursuant to Section 8.6 of the Debenture so repaid or redeemed at Partnership Agreement and shall not have the Prepayment Price. If fewer than all the outstanding Securities are to be so redeemed, the Securities will be redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as consequences described in Section 6therein.
(b) If Concurrently with the Distribution, Investors and Investor LLC shall furnish the Partnership with an Investment Company Event (as defined herein) occursopinion of counsel, the Administrative Trustees shall dissolve the Trust and, after satisfaction of liabilities to creditors, cause Debentures held by the Property Trustee, having an aggregate principal amount equal in form and substance satisfactory to the aggregate stated liquidation amount ofPartnership in the Partnership's reasonable discretion, with an interest rate equal respect to the rate authorization, execution, delivery and enforceability of ___%, [if on or prior to ____________________, this Agreement and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Securities, instruments required to be distributed executed and delivered by Investor LLC and Investors pursuant to this Agreement.
(c) The parties hereto agree that they shall each report the Holders Distribution as made pursuant to Section 736(b) of the Securities Internal Revenue Code of 1986, as amended.
(d) The parties hereto shall cooperate in liquidation of such Holders' interests executing and delivering the documents referred to in this Section 2.1 so as to effectuate the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Event (the "90 Day Period"); provided, however, that, if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of the Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees will pursue such Ministerial Action transaction described above in lieu of dissolutionaccordance herewith.
Appears in 1 contract
Sources: Redemption and Distribution Agreement (Grove Property Trust)
Redemption and Distribution. (a) Upon the repayment of the Debentures, at maturity, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid at a redemption price of $____ per Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cash. [The Debentures are prepayable prior to the Stated Maturity at the option of the Debenture Issuer (i) in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of a Special Event, in either case at a prepayment price (the "Prepayment Price") equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (including Additional Interest and Compound Interest, if any) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemptionotherwise (either at the option of the Debenture Issuer or pursuant to a Special Event, as described below), the proceeds from such repayment or payment shall be simultaneously applied by the Property Trustee (subject to the Property Trustee having received written notice no later than 45 days prior to such repayment) to redeem a Like Amount of the Securities having an aggregate liquidation amount at a redemption price equal to the aggregate principal amount 100% of the Debenture so repaid or principal of, plus accrued and unpaid interest on, the Debentures being redeemed at (the Prepayment "Redemption Price"). If Holders will be given not less than 30 nor more than 60 days' prior written notice of such redemption.
(b) In the case of an optional redemption, if fewer than all the outstanding Securities are to be so redeemed, the Common Securities will and the Capital Securities shall be redeemed Pro Rata and the Trust Preferred Capital Securities to be redeemed will be determined as described in Section 6.
(b4(f)(ii) If below. Upon the entry of an Investment Company Event (as defined herein) occursorder for the dissolution of the Trust by a court of competent jurisdiction, the Administrative Trustees Debentures thereafter will be subject to optional redemption, in whole, but not in part, on or after the Initial Optional Redemption Date. The Debenture Issuer shall dissolve have the Trust right (subject to the conditions in the Indenture) to elect to redeem the Debentures, in whole or in part, at any time on or after September 15, 2008 (the "Initial Optional Redemption Date"), and, after satisfaction of liabilities to creditors, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, simultaneous with an interest rate equal to the rate of ___%, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Securitiessuch redemption, to be distributed to the Holders cause a Like Amount of the Securities in liquidation of such Holders' interests in to be redeemed by the Trust at the Redemption Price on a Pro Rata basis.
(c) If at any time an Investment Company Event, a Regulatory Capital Event or a Tax Event (each as defined below, and each a "Special Event") occurs, the Debenture Issuer shall have the right (subject to the conditions set forth in the Indenture) at any time prior to the Initial Optional Redemption Date, to redeem the Debentures in whole, but not in part, within the 90 days following the occurrence of such Investment Company Special Event (the "''90 Day Period"); provided, howeverand, thatsimultaneous with such redemption, if at the time there is available to the Trust the opportunity to eliminate, within the 90 Day Period, the Investment Company Event by taking some ministerial action, such as filing cause a form or making an election, or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders Like Amount of the Securities and will involve no material cost ("Ministerial Action"), to be redeemed by the Administrative Trustees will pursue such Ministerial Action in lieu of dissolutionTrust at the Redemption Price on a Pro Rata basis.
Appears in 1 contract
Redemption and Distribution. (a) Upon the repayment of the DebenturesDebentures in whole or in part, whether at maturitymaturity or upon redemption either at the option of the Debenture Issuer or pursuant to a Tax Event as described below, the proceeds from such repayment shall, after satisfaction of liabilities to creditors, or payment shall be simultaneously applied to redeem Trust Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so repaid or redeemed at a redemption price of $____ 1,000 per Trust Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the redemption, payable in cashcash (the "Redemption Price"). [The Debentures are prepayable prior to the Stated Maturity at the option Holders will be given not less than 30 nor more than 60 days' notice of such redemption.
(b) If the Debenture Issuer (i) redeems the Debentures other than in whole or in part, from time to time, on or after [ ] or (ii) at any time prior to [ ], in whole but not in part, upon the occurrence and continuation of connection with a Special Tax Event, in either case at a prepayment price (the Redemption Price shall be the "Prepayment Optional Redemption Price") equal to 100% " as defined in Section 3.2 of the principal amount thereof, plus accrued and unpaid interest thereon First Supplemental Indenture.
(including Additional Interest and Compound Interest, if anyc) to the date of prepayment.] The Debentures are prepayable as set forth in this Section 5. Upon the repayment of the Debentures in whole or in part, whether at maturity or upon redemption, the proceeds from such repayment or payment shall be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debenture so repaid or redeemed at the Prepayment Price. If fewer than all the outstanding Trust Securities are to be so redeemed, the Common Securities and the Capital Securities will be redeemed Pro Rata and the Trust Preferred Capital Securities to be redeemed will be as described in Section 6Paragraph 4(f)(ii) below.
(bd) If an Investment Company a Tax Event (as defined herein) occurs, shall occur and be continuing the Administrative Regular Trustees shall dissolve the Trust and, after satisfaction of liabilities to creditorscreditors of the Trust, cause Debentures held by the Property Trustee, having an aggregate principal amount equal to the aggregate stated liquidation amount of, with an interest rate equal to of the rate of ___%, [if on or prior to ____________________, and the Reset Rate thereafter,] and accrued and unpaid interest equal to accrued and unpaid Distributions on, and having the same record date for payment as the Trust Securities, to be distributed to the Holders of the Trust Securities in liquidation of such Holders' interests in the Trust on a Pro Rata basis, within 90 days following the occurrence of such Investment Company Tax Event (the "90 90-Day Period"); provided, however, that as a condition of such dissolution and distribution, the Regular Trustee shall have received an opinion of a nationally recognized independent tax counsel experienced in such matters (a "No Recognition Opinion"), which opinion may rely on published revenue rulings of the Internal Revenue Service, to the effect that the Holders of the Trust Securities will not recognize any gain or loss for United States federal income tax purposes as a result of the dissolution of the Trust and the distribution of Debentures, and provided, further, that, if at the time there is available to the Trust the opportunity to eliminateavoid, within the 90 Day 90-day Period, the Investment Company Tax Event by taking some ministerial action, such as filing a form or making an election, or pursuing some other similar reasonable measure that will have has no adverse effect on the Trust, the Debenture Issuer, the Sponsor or the Holders of the Trust Securities and will involve no material cost ("Ministerial Action"), the Administrative Trustees Trust or the Sponsor will pursue such Ministerial Action in lieu of dissolution. If (i) after receipt of a Dissolution Tax Opinion by and upon the request of the Regular Trustees, the Debenture Issuer has received an opinion of a nationally recognized independent tax counsel experienced in such matters (a "Redemption Tax Opinion") to the effect that, as a result of a Tax Event, there is more than an insubstantial risk that the Debenture Issuer would be precluded from deducting the interest on the Debentures for United States federal income tax purposes even if the Debentures were distributed to the Holders of Trust Securities in liquidation of such Holders' interests in the Trust, as described in this Paragraph 4(d), or (ii) the Regular Trustees shall have been informed by such tax counsel that a No Recognition Opinion cannot be delivered to the Trust, the Debenture Issuer shall have the right, upon not less than 30 nor more than 60 days notice, to redeem the Debentures in whole or in part for cash within 90 days following the occurrence of such Tax Event and, following such redemption, Trust Securities with an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so redeemed shall be redeemed by the Trust at the Redemption Price on a Pro Rata basis; provided, however, that, if at the time there is available to the Trust the opportunity to avoid, within such 90-Day Period, the Tax Event by some Ministerial Action, the Trust or the Sponsor will pursue such Ministerial Action in lieu of redemption.
Appears in 1 contract
Sources: Indenture (Land O Lakes Inc)