Redemption. (a) Upon an optional redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption. (b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price or the Optional Redemption Price, as the case may be; (iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d); (iv) the CUSIP number; (v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed; (vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below; (vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and (viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be. (c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be. (d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date. (e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part. (f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 4 contracts
Sources: Merger Agreement (Capital Senior Living Corp), Merger Agreement (Ilm Ii Senior Living Inc /Va), Merger Agreement (Capital Senior Living Corp)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective liquidation amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after September 30, 2011, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delay), except that, if such Business Day is in date until the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 4 contracts
Sources: Trust Agreement (Whitney Capital Trust I), Trust Agreement (Whitney Capital Trust I), Trust Agreement (Trustmark Corp)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or after March 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 3 contracts
Sources: Trust Agreement (MortgageIT Holdings, Inc.), Trust Agreement (American Home Mortgage Investment Corp), Trust Agreement (Bluegreen Corp)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after January 30, 2012, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, at any time, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 3 contracts
Sources: Trust Agreement (Middlefield Banc Corp), Trust Agreement (Horizon Bancorp /In/), Trust Agreement (Greer Bancshares Inc)
Redemption. (a) Upon an optional redemption (as set forth in In the Indentureevent that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or Section 5.03(b) of Debenturesthis Indenture, the proceeds from of such redemption sale shall be applied distributed as provided in Section 5.06. If amounts are to redeem Trust Securities having an aggregate Liquidation Amount equal be paid to Noteholders pursuant to this Section 10.01(a), the Servicer or the Issuer shall, to the aggregate principal amount extent practicable, furnish written notice of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal event to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may Indenture Trustee and each Swap Counterparty not redeem fewer later than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
twenty (b20) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. It shall be a condition to any such redemption that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Depositor and each Holder of Trust Securities to Swap Counterparties, including Swap Breakage Costs, shall be redeemedpaid in full on the Redemption Date.
(b) In the event that on any Payment Date, at such Holder's address as it appears the aggregate amounts on deposit in the Securities Register. All notices of redemption shall stateCollection Account and the Reserve Fund are greater than or equal to the sum of:
(i) the Redemption DateAggregate Outstanding Principal Balance of the Notes;
(ii) the Redemption Price or the Optional Redemption Price, as the case may beinterest accrued thereon;
(iii) amounts owed to the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption PriceSwap Counterparties, as the case may be, as provided in Section 4.2(d)including Swap Breakage Costs;
(iv) any amounts owed to the CUSIP numberIndenture Trustee, the Backup Servicer and the Owner Trustee;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification any accrued and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;unpaid Servicing Fee; and
(vi) unreimbursed Servicer Advances, the Conversion Price Notes shall be redeemed in whole, but not in part, for a price equal to the Redemption Date Amount. The Redemption Date Amount shall be paid from amounts on deposit in the Reserve Fund that will be deposited by the Indenture Trustee into the Collection Account on the related Redemption Date. If amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish written notice of such event to the Indenture Trustee and that a Holder of Preferred Securities who desires to convert the Swap Counterparties not later than twenty (20) days prior to the Redemption Date whereupon all such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that amounts shall be payable on the Redemption Date Date. It shall be a condition to any such redemption that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Swap Counterparties, including Swap Breakage Costs, shall be paid in full on the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may beDate.
(c) The Trust Securities redeemed on each Redemption Date shall Notes to be redeemed at the Redemption Price or the Optional Redemption Priceshall, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a following notice of redemption in respect of any Preferred Securities, then, (if any) as required by 12:00 noon, New York City timeSection 10.04, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as Date become due and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to at the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, Amount and (ii) unless the right to convert such Preferred Securities into Common Stock Issuer shall default in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable Date Amount) no interest shall accrue on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by Amount for any period after the Property Trustee from the Outstanding Preferred Securities not previously called date to which accrued interest is calculated for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless calculating the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption DateAmount.
Appears in 3 contracts
Sources: Indenture (American Capital Strategies LTD), Indenture (American Capital Strategies LTD), Indenture (American Capital Strategies LTD)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after March 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price; provided, as that the case Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. The Notes may bealso be redeemed by the Depositor, at its option pursuant to the terms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price; provided, that the Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 3 contracts
Sources: Trust Agreement (Great Wolf Resorts, Inc.), Trust Agreement (Impac Mortgage Holdings Inc), Trust Agreement (Anworth Mortgage Asset Corp)
Redemption. (a) Upon an optional redemption (as set forth in In the Indentureevent that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or subsection 5.03(b) of Debenturesthis Indenture, the proceeds from of such redemption sale shall be applied distributed as provided in Section 5.06. If amounts are to redeem Trust Securities having an aggregate Liquidation Amount equal be paid to Noteholders pursuant to this subsection 10.01(a), the Servicer or the Issuer shall, to the aggregate principal amount extent practicable, furnish written notice of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal event to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may Indenture Trustee and each Swap Counterparty not redeem fewer later than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
twenty (b20) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. It shall be a condition to any such redemption that all Swap Transactions outstanding under all Swaps then in effect be terminated and all amounts, including Swap Breakage Costs, owed to the Depositor and each Holder of Trust Securities to Swap Counterparties shall be redeemedpayable on the Redemption Date.
(b) In the event that on any Payment Date, at such Holder's address as it appears the aggregate amounts on deposit in the Securities Register. All notices of redemption shall state:Collection Account and the Reserve Fund are greater than or equal to the sum of
(i) the Redemption DateAggregate Outstanding Principal Balance of the Notes;
(ii) the Redemption Price or the Optional Redemption Price, as the case may beinterest accrued thereon;
(iii) amounts owed to the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption PriceSwap Counterparties, as the case may be, as provided in Section 4.2(d)including Swap Breakage Costs;
(iv) any amounts owed to the CUSIP numberIndenture Trustee, the Backup Servicer and the Owner Trustee;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification any accrued and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;unpaid Servicing Fee; and
(vi) unreimbursed Servicer Advances, the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date Notes shall be redeemed at the Redemption Price or the Optional Redemption Pricein whole, as the case may bebut not in part, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior price equal to the Redemption Date for any Trust Securities called for redemption Amount. The Redemption Date Amount shall be payable to paid from amounts on deposit in the Holders of such Trust Securities as they appear Reserve Fund that will be deposited by the Indenture Trustee into the Collection Account on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution DatesRedemption Date. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities amounts are to be redeemed on a Redemption Datepaid to Noteholders pursuant to this subsection 10.01(b), then the aggregate Liquidation Amount Servicer or the Issuer shall, to the extent practicable, furnish written notice of Trust Securities such event to be redeemed shall be allocated on a pro rata basis the Indenture Trustee and to the Swap Counterparties not later than twenty (based on Liquidation Amounts20) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by whereupon all such amounts shall be payable on the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee Redemption Date. It shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal be a condition to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will that all Swap Transactions then outstanding under all Swaps then in effect be made in accordance with the procedures of the Clearing Agency or its nominee. For terminated and all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating amounts payable upon such termination to the redemption of Preferred Securities shall relate, Swap Counterparties be paid in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partfull.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 3 contracts
Sources: Indenture (American Capital Strategies LTD), Indenture (American Capital Strategies LTD), Indenture (American Capital Strategies LTD)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or Optional after December 30, 2007, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the "Indenture Redemption Price"); provided, as that the case Depositor shall have received the prior approval of the Federal Reserve Board if then required. The Notes may bealso be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Indenture Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (United Community Bancorp), Trust Agreement (United Community Bancorp)
Redemption. (a) Upon an optional redemption (as set forth in On each Debenture Redemption Date and on the Indenture) stated maturity of the Debentures, the proceeds from such redemption shall Issuer Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Security Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, as the case may beestimate of the Redemption Price provided pursuant to the Indenture together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that notice of such actual Redemption Price is received pursuant to the Indenture);
(iii) the record date for the determination of Holders entitled to receive payment CUSIP number or CUSIP numbers of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d)Capital Securities affected;
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate total Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiv) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and or after said date, except as provided in Section 4.2(d) below; and
(viiivi) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price Price. The Issuer Trust in issuing the Trust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related materials. The Depositor shall promptly notify the Optional Redemption Price, as Property Trustee in writing of any change in the case may beCUSIP number(s).
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Capital Securities, then, by 12:00 noon11:00 a.m., New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Preferred Securities are in bookBook-entry-only formEntry Capital Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Capital Securities, to the Preferred Securities extent available therefor, funds sufficient to pay the applicable Redemption PricePrice and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Owners thereof. If the Preferred With respect to Capital Securities that are no longer in booknot Book-entry-only formEntry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Capital Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders holding Holders of Trust Securities so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price including any unpaid Distribution payable on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Issuer Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee, Distributions on such Trust Securities will continue to accumulate as they appear on set forth in Section 4.1, from the Securities Register Redemption Date originally established by the Issuer Trust for the such Trust Securities on to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemedCapital Securities. The particular Preferred Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Capital Securities not previously called for redemption, by lot or by such other method provided that, so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Capital Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Capital Securities selected for redemption and, in the case of any Preferred Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Capital Securities shall relate, in the case of any Preferred Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Capital Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 2 contracts
Sources: Trust Agreement (Citizens Banking Corp), Trust Agreement (Citizens Funding Trust IV)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price Security or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Priceportion, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will ceaseafter said date, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay4.2(d), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.;
(ev) If less than all the Outstanding place or places where the Trust Securities are to be redeemed on a Redemption Date, then surrendered for the aggregate Liquidation Amount payment of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by Price; and
(vi) such other method provisions as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partdeems relevant.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 2 contracts
Sources: Trust Agreement (Anthracite Capital Inc), Trust Agreement (Anthracite Capital Inc)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the amount of and particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after the expiration of the No Call Period (as defined in the Indenture), in whole or in part, from time to time, at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, at its option pursuant to the terms of the Indenture, at any time during the No Call Period (as defined in the Indenture), in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event or an Event of Default, at the Special Note Redemption Price. In addition, the Notes must be redeemed pursuant to the terms of the Indenture in whole at the Optional Note Redemption Price, as upon receipt of a Significant Event Election with respect to a Significant Event that occurs after the case may beexpiration of the No Call Period.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid by the Trust, or if the Special Note Redemption Price or Optional Note Redemption Price, as applicable, is improperly withheld or refused to be paid by the case may be, shall be made Depositor pursuant to the Holders of Indenture, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Resource Capital Corp.), Trust Agreement (Resource Capital Corp.)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemedredeemed (unless a shorter notice shall be reasonably satisfactory to the Trustee), at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective liquidation amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after December 31, 2011, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delay), except that, if such Business Day is in date until the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust Securities on for such Trust Securities(or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Pab Bankshares Inc), Trust Agreement (Texas Capital Bancshares Inc/Tx)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after September 30, 2011, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Monarch Financial Holdings, Inc.), Trust Agreement (Coastal Banking Co Inc)
Redemption. (a) Upon an optional redemption (as set forth in the Indenture) of DebenturesDebt Securities, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures Debt Securities so redeemed by the DepositorParent, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of DebenturesDebt Securities, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures Debt Securities so redeemed by the DepositorParent, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor Sponsor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) [the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below];
(vii) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) and the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of DebenturesDebt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or the Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except [(i) )] the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest[, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date]; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 [.....] or an integral multiple of $25 [.....] in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar [and the Conversion Agent Agent] in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 2 contracts
Sources: Trust Agreement (SNH Nebraska Inc), Trust Agreement (SNH Nebraska Inc)
Redemption. (ai) Upon an optional redemption (as set forth in At any time after the Indenture) first anniversary of Debenturesthe Initial Class A Closing Date, and subject to the right of a Class A Preferred Holder to elect conversion after the Initial Conversion Date pursuant to Section 5.12(d)(i)(B)(1), the proceeds from such redemption shall be applied to Partnership may redeem Trust Securities having an aggregate Liquidation Amount in cash all, but not less than all, of the Outstanding Class A Preferred Units at a price per Class A Preferred Unit equal to the aggregate principal amount of the Debentures so redeemed by the Depositorthen applicable Class A Redemption Premium, plus any accrued but unpaid and accumulated distributions, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all any distributions accrued and unpaid Distributions have been paid at the Deficiency Rate, on all Trust Securities for all quarterly Distribution periods terminating such Class A Preferred Units to, but not including, the Class A Redemption Date (the “Voluntary Redemption Right”), by providing written notice (the “Voluntary Redemption Notice”) to the Class A Preferred Holders not more than 45 and not less than 10 days (if the expected Class A Redemption Date is on or prior to the date Initial Conversion Date) or 20 days (if the expected Class A Redemption Date is after the Initial Conversion Date) in advance of redemption.
(b) Notice the expected Class A Redemption Date set forth therein. Upon delivery of redemption (which notice will be irrevocable) a Voluntary Redemption Notice, the Partnership shall be given by irrevocably obligated to redeem the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to Class A Preferred Units on the expected Class A Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at set forth in such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;notice.
(ii) Prior to the Redemption Price redemption or the Optional Redemption Price, as the case may be;
repurchase of one or more classes of Class A Parity Securities (iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemedcollectively, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the “Parity Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c”), the Property Trustee willPartnership shall, so long as and by written notice to the extent Class A Preferred Holders (the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c“Notice of Parity Redemption”), will irrevocably deposit with the Paying Agent funds sufficient offer to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all redeem the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated Class A Preferred Units in cash on a pro rata basis with such Parity Redemption Securities, at a price per Class A Preferred Unit equal to the applicable Class A Redemption Premium, plus any accrued but unpaid and accumulated distributions, including any distributions accrued and unpaid at the Deficiency Rate, on such Class A Preferred Units to, but not including, the Class A Redemption Date; provided, however, that if any Class A Preferred Holder fails to provide written notice of its intent to exercise its right to request redemption of its Class A Preferred Units within fifteen (based on Liquidation Amounts15) among Business Days of the Common Securities and the Notice of Parity Redemption, such Class A Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed Holder shall be selected not more than 60 days prior deemed to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by have waived any and all rights to redemption pursuant to this Section 5.12(f)(ii) in such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nomineetransaction. For all purposes of this Trust AgreementSection 5.12(f)(ii), unless the context otherwise requires, all provisions relating pro rata allocation between the Class A Preferred Holders that elect to exercise their right to redemption pursuant to this Section 5.12(f)(ii) and the holders of such Parity Redemption Securities shall be based on the relative liquidation preferences of the securities held by the respective holders.
(iii) No Class A Preferred Holder shall have the right to cause the redemption of its Class A Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemptionUnits, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed as set forth in part.
Sections 5.12(e)(i) and (f) In the event of any redemption, the Trust f)(ii). The Partnership shall not be required have right to issue, register cause the transfer redemption of or register the exchange of any Class A Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption DateUnits except as set forth in Section 5.12(f)(i).
Appears in 2 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement (NGL Energy Partners LP)
Redemption. (a) Upon an optional redemption (as set forth in On each Indenture Redemption Date and on the Indenture) stated maturity of Debenturesthe Notes, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee at the expense of the Depositor by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or, in the event that the redemption results from acceleration after the occurrence of an Indenture Event of an Indenture Event of Default and the Property Trustee is unable to the Depositor and give such notice within such period, as soon as practicable) to each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Security Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(viv) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiv) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, except as the case may beprovided in Section 4.2(d).
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of DebenturesNotes. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon2:00 p.m., New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption PricePrice and will give such Clearing Agency instructions with respect to payment of the Redemption Price to the holders of the Preferred Securities in accordance with the procedures set forth in the applicable agreement between the Property Trustee and such Clearing Agency. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities CertificatesCertificates in accordance with the notice of redemption. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price and any Distribution payable on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Guarantor pursuant to the Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price.
(e) Payment of the Redemption Price or on the Optional Redemption Price, as the case may be, Trust Securities shall be made to the Holders of such Trust Securities recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date which is 15 days prior to the fifteenth day (whether or not a Business Day) preceding such relevant Redemption Date.
(ef) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemedSecurities. The particular Preferred Securities and Common Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities and Common Securities, respectively, not previously called for redemption, by lot or such method (including, without limitation, by such other method lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities and Common Securities, respectively, of a denomination larger than $25. The Property Trustee shall promptly notify the Securities Security Registrar and the Conversion Agent in writing of the Preferred Securities and Common Securities selected for redemption and, in the case of any Preferred Securities or Common Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities or Preferred Securities shall relate, in the case of any Preferred Securities or Common Securities, as applicable, redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which or Common Securities, as applicable, that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 2 contracts
Sources: Subordinated Indenture (Edison International), Trust Agreement (Eix Trust Iii)
Redemption. (a) Upon an optional redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or the Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City timeEastern Standard Time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred the Trust Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Trust Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders Security Holders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders Security Holders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata PRO RATA basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 10 or an integral multiple of $25 10 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 2 contracts
Sources: Trust Agreement (Merry Land Capital Trust), Trust Agreement (Merry Land Properties Inc)
Redemption. The Complete Indenture provides that:
(a) Upon an optional redemption The Program Bonds are redeemable in whole or in part (as set forth in the Indenture) minimum denominations of Debentures$10,000 and integral multiples of $10,000 in excess thereof). Redemptions of Program Bonds may be made without premium or penalty; provided, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal however, that with respect to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall statePremium Bonds:
(i) the Redemption Date;redemption price for the Premium Bonds has been adjusted for any unamortized premium as set forth in a fixed redemption price schedule affixed to the Complete Indenture; and
(ii) the Redemption Price or the Optional Redemption Price, as the case special redemptions related to prepayments and recoveries of principal on underlying mortgage loans may be;be made at par.
(iiib) the record date for the determination of Holders entitled to receive payment Except as limited by tax law requirements, all proceeds of the Redemption Price Program Bonds, to the extent not used to acquire mortgage loans or Optional Redemption Pricemortgage backed securities, refund outstanding bond issues as permitted by the case may beComplete Indenture, as provided in Section 4.2(d);
pay Program Bond issuance expenses, fund downpayment assistance loans (iv) from and to the CUSIP number;
(v) if less than all extent of the Outstanding Trust Securities are premium) or fund related reserve accounts, must be applied exclusively to be redeemed, the identification and the aggregate Liquidation Amount redemption of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may beProgram Bonds.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at Except as limited by tax law requirements, either (i) with respect to HFAs having marketed Market Bonds prior to the Redemption Price date hereof only, a pro rata portion of all prepayments and other recoveries of principal received with respect to the mortgage loans or the Optional Redemption Price, as the case may be, mortgage backed securities financed with the proceeds from of the contemporaneous Program Bonds must be applied to the redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption PriceProgram Bonds, as the case may be, shall be payable on each Redemption Date only to the extent that not used to pay scheduled principal, interest, or sinking fund redemptions on Program Bonds, Market Bonds or other bonds issued and secured by the Trust has funds then Estate on hand and available in a parity with the Payment Account for the payment of such Redemption Price Program Bonds or Optional Redemption Price, as the case may be.
(dii) If the Property Trustee gives a notice of redemption in with respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee willother transactions, so long as any Market Bonds remain outstanding, at least 60% or, if no Market Bonds are Outstanding, 100%, of all principal prepayments and other recoveries of principal received with respect to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit mortgage loans or mortgage backed securities financed with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will the Program Bonds must be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating applied to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in partProgram Bonds, to the portion of the Liquidation Amount of Preferred Securities which has been extent not used to pay scheduled principal, interest, or is to be redeemed. In the event of any redemption sinking fund redemptions on Program Bonds, Market Bonds or other bonds issued in part, conjunction with and secured by the Trust shall not be required to (i) issue, register Estate on a parity with the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partProgram Bonds.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 2 contracts
Sources: New Issue Bond Program Agreement (Federal National Mortgage Association Fannie Mae), Placement Agreement (Federal Home Loan Mortgage Corp)
Redemption. (a) Upon an optional redemption (as set forth provided for in the Indenture) of Debentures, the proceeds from such redemption to the extent actually received by the Property Trustee shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, pro rata, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may shall not redeem fewer less than all of the Outstanding Trust Securities unless at any time Outstanding until all accrued and unpaid Distributions upon all Preferred Securities then Outstanding shall have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemptionpaid.
(b) Notice of any redemption (which notice will of Trust Securities shall be irrevocable) prepared by or on behalf of the Administrative Trustees and delivered to the Property Trustee, and shall then be given by the Property Trustee by first-class mail, postage prepaid, mailed to the Depositor and each Holder of Trust Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemedDate, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the applicable CUSIP number;
(viv) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemedredeemed in accordance with Section 4.2(e);
(viv) the Conversion Price and that a Holder of Preferred Trust Securities who desires to convert such Preferred Trust Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below, (B) the Conversion Rate and (C) that the right of Holders of Trust Securities being redeemed to exercise their conversion right shall terminate as to such Trust Securities at the close of business on the date that is 10 days prior to the Redemption Date (provided that no default in the payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall have occurred and be continuing);
(viivi) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viiivii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the Holder of Trust Securities receives such notice; and failure to give such notice by mail, or any defect in such notice, to the Holders of any Trust Securities designated for redemption shall not affect the validity of the proceedings for the redemption of any other Trust Securities.
(d) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions Redemption of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds actually received by the Property Trustee and then on hand and available in the Payment Property Account for the payment of such Redemption Price or the Optional Redemption Price, as the case may be, and if the Trust does not have sufficient funds, then such funds shall be applied to redeem such Trust Securities as the Property Trustee may select, pro rata, by lot or in such other manner as the Property Trustee determines.
(de) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c4.2(d), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Trust Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Trust Securities Certificates. Notwithstanding the foregoing, Distributions payable on On or prior to after the Redemption Date for any Date, each Holder of Trust Securities called for redemption shall be payable to surrender the Holders of Trust Securities Certificate (or Certificates) evidencing such Trust Securities to the Paying Agent at the place designated in the notice of redemption and shall thereupon be entitled to receive payment of the Redemption Price or the Optional Redemption Price, as they appear on the Securities Register for case may be. If fewer than all the Trust Securities represented by any such surrendered Trust Securities Certificate (or Certificates) are redeemed, a new Trust Securities Certificate shall be issued representing the unredeemed Trust Securities. If, on the relevant record dates Redemption Date, funds necessary for the related Distribution Dates. If notice of redemption shall be available therefor and shall have been given and funds irrevocably deposited as requiredprovided above, then, upon notwithstanding that the date of such deposit, all rights of Securityholders holding Trust Securities Certificates evidencing Trust Securities so called for redemption will ceaseshall not have been surrendered, the Distributions with respect to the Trust Securities so called shall cease to accrue after the Redemption Date, the Trust Securities shall no longer be deemed Outstanding, the Holders thereof shall cease to be Securityholders, and all rights whatsoever with respect to the Trust Securities so called for redemption (except (i) the right of such Securityholders the Holders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, upon surrender of their Trust Securities Certificates therefor) shall terminate. Any monies deposited with the Paying Agent pursuant to this paragraph and (ii) unclaimed at the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close end of business on one year from the Redemption Date; and such Date shall, to the extent permitted by law, be returned to the Trust, after which the Holders of Trust Securities will cease so called for redemption shall look only to be Outstandingthe Trust for the payment thereof. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable fixed for redemption of Trust Securities is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(ef) If less than all the Outstanding Trust Preferred Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, pro rata, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 50 or an integral multiple of $25 50 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent (unless the Property Trustee is then serving as the Securities Registrar and Conversion Agent) in writing of the Preferred Securities selected for partial redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust AgreementDeclaration, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, or register the transfer of or exchange of of, any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of the Preferred Securities to be redeemed and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed pursuant to Section 10.8 or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(fg) In This Section 4.2 does not apply to any redemption of the event Debentures pursuant to Section 11.9 of any redemptionthe Indenture, which redemption is the Trust shall not be required to issue, register the transfer subject of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption DateSection 4.5.
Appears in 2 contracts
Sources: Declaration of Trust (Superior Trust I), Declaration of Trust (Superior Trust I)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or Optional after July 30, 2010, in whole or in part, from time to time at a redemption price equal to 100% of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the "Indenture Redemption Price"). The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Bluegreen Corp), Trust Agreement (Bluegreen Corp)
Redemption. (a) Upon an optional redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption The Securities shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4redeemable, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount option of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemptionCompany, in whole or in part, except for at any time, on at least 10 days but not more than 60 days’ prior notice sent to the unredeemed portion registered address of each holder of Securities to be so redeemed. If the Securities are redeemed at any Preferred time prior to the Par Call Date, the Securities will be redeemed at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities to be so redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on such Securities that would have been made if the Securities matured on the Par Call Date (exclusive of interest accrued to the redemption date) discounted to the redemption date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (as defined herein) plus 50 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed in part.
(f) In to such redemption date. If the event of any redemptionSecurities are redeemed on or after the Par Call Date, the Trust Securities will be redeemed at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon to the redemption date. In either case, the redemption is subject to the right of holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or before the date of redemption. If fewer than all of the Securities are to be redeemed at any time, selection of Securities for redemption will be made by the Trustee in such manner as the trustee deems appropriate and fair (or, in the case of Securities issued in global form, by such other method as the DTC may require); provided, however, that the Securities will be redeemed only in the minimum denominations of $2,000 and integral multiples thereof of $1,000. For purposes of determining the redemption price, the following definitions shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.apply:
Appears in 2 contracts
Sources: Global Security Agreement (Southwest Airlines Co), Global Security Agreement (Southwest Airlines Co)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after March 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price; provided, as that the case Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. The Notes may bealso be redeemed by the Depositor, at its option pursuant to the terms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price; provided, that the Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 11:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Sunset Financial Resources Inc), Trust Agreement (PMC Commercial Trust /Tx)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after June 30, 2011, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Paragon Commercial CORP), Trust Agreement (Camden National Corp)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after March 30, 2009, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Indenture Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Entegra Financial Corp.), Trust Agreement (Macon Financial Corp.)
Redemption. (a) Upon an optional redemption (as set forth in On each Debenture Redemption Date and on the Indenture) stated maturity of the Debentures, the proceeds from such redemption shall Issuer Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Security Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, as an estimate of the case may beRedemption Price provided pursuant to the Indenture together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment CUSIP number or CUSIP numbers of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(dPreferred Securities affected (if applicable);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiv) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(viiivi) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price Price. The Issuer Trust in issuing the Trust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or the Optional Redemption Price, as the case may becontained in any notice of redemption and related materials.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or repayment of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency for such Book-Entry Preferred Securities, to the Preferred Securities extent available therefor, funds sufficient to pay the applicable Redemption Price. If Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are no longer in booknot Book-entry-only formEntry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Issuer Trust or by the case may be, shall be made Sponsor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register Redemption Date originally established by the Issuer Trust for the such Trust Securities on to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative Liquidation Amounts of such classes. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method provided that so long as the Property Trustee Preferred Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust AgreementDeclaration of Trust, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 2 contracts
Sources: Declaration of Trust (Privatebancorp, Inc), Declaration of Trust (Privatebancorp, Inc)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after July 30, 2010, in whole or in part, from time to time at a redemption price equal to 100% of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”). The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Hersha Hospitality Trust), Trust Agreement (Levitt Corp)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after December 30, 2011, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, at any time, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (BNC Bancorp), Trust Agreement (Iberiabank Corp)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all ; provided, however, that in the Outstanding case of a Sale Redemption (as defined in the Indenture, the Redemption Price of the Like Amount of Trust Securities unless shall equal (i) the Optional Redemption Price for such Securities and (ii) any and all interest that would have accrued and unpaid Distributions have been paid on all Trust the Securities for all quarterly Distribution periods terminating on or prior to then outstanding from the date of redemptionSale Redemption Date through the next following Interest Payment Date.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date (or any Business Day in the event of a Sale Redemption (as defined in the Indenture), at the Depositor’s option, on or after December 15, 2008, in whole or in part, from time to time at the Optional Note Redemption Price; provided, as that the case Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. The Notes may bealso be redeemed by the Depositor, at its option pursuant to the terms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price; provided, that the Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Geovera Insurance Holdings, Ltd.), Trust Agreement (Geovera Insurance Holdings, Ltd.)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after December 30, 2010, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Flag Financial Corp), Trust Agreement (Greenville First Bancshares Inc)
Redemption. (a) Upon an optional redemption (as set forth in the Indenture) of DebenturesDebt Securities, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures Debt Securities so redeemed by the DepositorParent, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of DebenturesDebt Securities, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures Debt Securities so redeemed by the DepositorParent, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor Sponsor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;; and
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) and the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of DebenturesDebt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or the Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-entry only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which for so long as the Preferred Securities remain in book-entry form only shall be the date which is one Business Day before such Redemption Date. If the Preferred Securities are no longer in book-entry form only, the relevant record date shall be the fifteenth day before such Redemption Date (whether or not a Business Day) preceding such Redemption Date).
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 25.00 or an integral multiple of $25 25.00 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 2 contracts
Sources: Trust Agreement (Senior Housing Properties Trust), Trust Agreement (Senior Housing Properties Trust)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective liquidation amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after June 30, 2011, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delay), except that, if such Business Day is in date until the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Huntington Bancshares Inc/Md), Trust Agreement (First Citizens Bancshares Inc /De/)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the amount of and particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after June 30, 2011, in whole or in part from time to time, at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option, pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of the Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities held by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Novastar Financial Inc), Trust Agreement (Novastar Financial Inc)
Redemption. (a) Upon an optional redemption (as set forth in On each Debenture Redemption Date and on the Indenture) stated maturity of the Debentures, the proceeds from such redemption shall Issuer Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Security Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, as the case may beestimate of the Redemption Price provided pursuant to the Indenture together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that notice of such actual Redemption Price is received pursuant to the Indenture);
(iii) the record date for the determination of Holders entitled to receive payment CUSIP number or CUSIP numbers of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d)Capital Securities affected;
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate total Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiv) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and or after said date, except as provided in Section 4.2(d) below; and
(viiivi) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price Price. The Issuer Trust in issuing the Trust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related materials. The Depositor shall promptly notify the Optional Redemption Price, as Property Trustee in writing of any change in the case may beCUSIP number(s).
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Capital Securities, then, by 12:00 noon11:00 a.m., New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Preferred Securities are in bookBook-entry-only formEntry Capital Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Capital Securities, to the Preferred Securities extent available therefor, funds sufficient to pay the applicable Redemption PricePrice and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Owners thereof. If the Preferred With respect to Capital Securities that are no longer in booknot Book-entry-only formEntry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Capital Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders holding Holders of Trust Securities so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price including any unpaid Distribution payable on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Issuer Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee, Distributions on such Trust Securities will continue to accumulate as they appear on set forth in Section 4.1, from the Securities Register Redemption Date originally established by the Issuer Trust for the such Trust Securities on to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemedCapital Securities. The particular Preferred Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Capital Securities not previously called for redemption, by lot or by such other method provided that, so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Capital Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Capital Securities selected for redemption and, in the case of any Preferred Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Capital Securities shall relate, in the case of any Preferred Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Capital Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 2 contracts
Sources: Trust Agreement (Comerica Capital Trust Ii), Trust Agreement (Citizens Funding Trust II)
Redemption. (ai) Upon an optional redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may .
(ii) If at any time following the Conversion Expiration Date, less than five percent (5%) in principal amount of the Debentures originally issued by the Depositor remain outstanding, such Debentures are redeemable, at the option of the Depositor, in whole but not redeem fewer than all in part, at a redemption price equal to the Outstanding Trust Securities unless aggregate principal amount thereof, and all accrued and unpaid Distributions have been paid on all interest; in such event, the proceeds from such redemption shall be applied to redeem the Outstanding Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemptionSecurities.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(viv) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(viv) If the Conversion Price and Preferred Securities are convertible, (A) that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below, (B) the Conversion Price and (C), if previously determined, the Conversion Expiration Date;
(viivi) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viiivii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or the Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-entry only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 50 or an integral multiple of $25 50 in excess thereof) of the Liquidation Amount liquidation amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 2 contracts
Sources: Trust Agreement (Host Marriott Corp/Md), Trust Agreement (Host Marriott Corp/)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after March 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Jameson Inns Inc), Trust Agreement (Levitt Corp)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 fifteen (15) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after July 30, 2011, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 11:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Upon such a partial redemption, the Preferred Securities to be redeemed from each Holder of Preferred Securities shall be selected on a pro rata basis based upon the respective Liquidation Amounts of the Preferred Securities then held by each Holder of the Preferred Securities not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issue, register Holders; provided that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 2 contracts
Sources: Trust Agreement (Desert Capital Reit Inc), Trust Agreement (Desert Capital Reit Inc)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or after September 30, 2008, in whole or in part, from time to time at the Optional Note Redemption Price; provided, as that the case Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. The Notes may bealso be redeemed by the Depositor, at its option pursuant to the terms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price; provided, that the Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit with the Property Trustee all amounts due and payable on such date pursuant to the Notes and the Indenture, which funds the Property Trustee will use to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Sources: Trust Agreement (Pxre Group LTD)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity of the Notes, the Issuer Trust (as set forth subject, in the Indenture) case of Debenturesredemption, to the proceeds from Property Trustee having received notice of such redemption shall and of the principal amount to be applied redeemed from the Depositor no later than 45 days prior to such Note Redemption Date) will be required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder▇▇▇▇▇▇'s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to (and as defined in) the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provision as the case Property Trustee deems relevant. The Issuer Trust in issuing the Trust Securities may beuse "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related materials.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of DebenturesNotes. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by [10:00 A.M.], New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency for such Book-Entry Preferred Securities, to the Preferred Securities extent available therefor, funds sufficient to pay the applicable Redemption Price. If Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are no longer in booknot Book-entry-only formEntry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent or Paying Agents, to the extent available therefor, funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent or Paying Agents irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Issuer Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register Redemption Date originally established by the Issuer Trust for the such Trust Securities on to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative Liquidation Amounts of such classes. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or provided, however, that so long as the Preferred Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Preferred Securities by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesClearing Agency. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In Subject to the event provisions of any redemptionthis Section 4.2 and applicable law, the Trust shall not be required Depositor or its Affiliates may, at any time and from time to issuetime, register purchase Outstanding Preferred Securities by tender, in the transfer of open market or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Dateby private agreement.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or after March 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.portion
Appears in 1 contract
Sources: Trust Agreement (Northstar Realty)
Redemption. This Warrant may be redeemed at the option of the Company, at a redemption price of $0.10 per share of Common Stock issuable upon exercise of the Warrant (athe "Redemption Price"), at any time after the first anniversary of the Closing Date, provided that the Trading Price for the Common Stock, as reported by the Principal Market, shall have equaled or exceeded 175% of the then current Exercise Price (a "Qualifying Price") Upon an optional redemption for any 20 Trading Days in any 30 Trading Day period (a "Qualifying Period") ending within 5 Trading Days of the Notice of Redemption (as set forth defined below), provided further that (i) all of the shares of Common Stock issuable hereunder either (A) are registered for resale pursuant to an effective Registration Statement (as defined in the IndenturePurchase Agreement) which is available for sales of Debentures, such shares of Common Stock at all times commencing on the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount first day of the Debentures so redeemed Qualifying Period and ending on the redemption date or (B) no longer constitute Registrable Shares (as defined in the Purchase Agreement) and (ii) the average daily trading volume of the Common Stock during Qualifying Period is greater than 100,000 shares per day as reported by the Depositor, including Principal Market. In the event the Exercise Price is adjusted pursuant to Section 4.49 hereof, at the Optional Redemption Price shall be subject to adjustment by the same percentage change as the percentage change in the Exercise Price, and upon a mandatory . Holders shall be given notice of redemption (as set forth in the Indenture"Notice of Redemption") of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or least 30 days prior to the date fixed for redemption of redemption.
(b) the Warrant. Each Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Dateredemption date;
(ii) the Redemption Price or date by which the Optional Redemption Price, as the case may beredemption right must be exercised;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all a description of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount procedure which a holder of the particular Trust Securities Warrant must follow to be redeemed;
(vi) the Conversion Price exercise a redemption right, and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities Warrants are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.;
(cv) The Trust Securities redeemed that on each Redemption Date shall be redeemed at the redemption date the Redemption Price will become due and payable upon each such Warrant designated by the holder to be repurchased; and
(vi) the place or places that the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities Warrant certificate shall be made delivered. On and after the Redemption Price or date fixed for redemption set forth in the Optional Redemption PriceNotice of Redemption, as the case may be, holder of this Warrant shall be payable on each Redemption Date only have no rights with respect to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption PriceWarrants except, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoingthis Warrant, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into for each share of Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes issuable upon exercise of this Trust Agreement, unless the context otherwise requires, all provisions relating Warrant. This Warrant may be exercised up to and including the redemption date specified in such Notice of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partRedemption.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Sources: Securities Purchase Agreement (Iris International Inc)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after December 30, 2008, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Indenture Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption Date.Price. 18
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials. SECTION 4.3.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and legally available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or after October 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent legally available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Upon such a partial redemption, the Preferred Securities to be redeemed from each Holder of Preferred Securities shall be selected on a pro rata basis based upon the respective Liquidation Amounts of the Preferred Securities then held by each Holder of the Preferred Securities not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after June 30, 2012, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, at any time, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after January 30, 2012, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 a.m., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Trustee or the Optional Redemption PricePaying Agent, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Upon such a partial redemption, the Preferred Securities to be redeemed from each Holder of Preferred Securities shall be selected on a pro rata basis based upon the respective Liquidation Amounts of the Preferred Securities then held by each Holder of the Preferred Securities not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Sources: Trust Agreement (Redwood Trust Inc)
Redemption. (a) Upon an optional The Notes are subject to redemption (as set forth in whole, but not in part, at the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount direction of the Debentures so redeemed by Servicer on any Payment Date on which the Depositor, including Servicer exercises its option to purchase the Trust Property pursuant to Section 4.4, at 8.1 of the Optional Redemption Price, Sale and upon a mandatory redemption (as set forth in Servicing Agreement. After the Indenture) Servicer notifies the Indenture Trustee that it will exercise its option pursuant to Section 8.1 of Debenturesthe Sale and Servicing Agreement, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to Indenture Trustee will promptly notify the aggregate principal amount of Noteholders [and the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall stateHedge Counterparties]:
(i) of the outstanding Note Balance of each Class of the Notes to be prepaid as of the most recent Payment Date and that the Notes plus accrued and unpaid interest on such Notes at the applicable Note Interest Rate to the Redemption DateDate will be paid in full;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price place where such Notes are to be surrendered for final payment (which will be the office or Optional Redemption Price, as agency of the case may be, Issuer maintained as provided in Section 4.2(d3.2);; and
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiii) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, outstanding principal amount will become due and payable upon each such Trust Security to be redeemed the Notes and that Distributions thereon interest on the Notes will cease to accrue on from and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for Redemption Date, unless the Issuer defaults in the payment of the Notes on the Redemption Price or Date.
(b) The Issuer will cause the Optional Servicer to deposit by 10:00 a.m. (New York City time) on the Business Day preceding the Redemption PriceDate (or, as with satisfaction of the case may beRating Agency Condition, on the Redemption Date) in the Collection Account the amount required pursuant to Section 8.1 of the Sale and Servicing Agreement, whereupon all such Notes will be paid in full on the Redemption Date.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at On the Redemption Price or Date, the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions outstanding principal amount of the Trust Securities shall Notes will be made due and payable and interest on the Notes will cease to accrue from and after the Redemption Price or Date, unless the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available Issuer defaults in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, Notes on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial Upon redemption, the Liquidation Amount thereof Indenture Trustee will release the Collateral from the Lien of this Indenture and release to be redeemed; it being understood that, the Issuer or any other Person entitled to any funds then in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made Bank Accounts under this Indenture in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partSection 8.4(c).
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after September 20, 2009, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Sources: Trust Agreement (Iberiabank Corp)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date (or as soon as reasonably practicable thereafter) that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any date, at the Depositor’s option, on or after October 30, 2011, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Upon such a partial redemption, the Preferred Securities to be redeemed from each Holder of Preferred Securities shall be selected on a pro rata basis based upon the respective Liquidation Amounts of the Preferred Securities then held by each Holder of the Preferred Securities not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after September 6, 2012, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”). The Notes may also be redeemed by the Depositor, at its option, in whole or in part, upon the occurrence of an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding Business Day. Notwithstanding anything to the contrary contained herein, if any Distribution Date, other than the Stated Maturity or any Redemption Date, falls on a day which that is not a Business Day, then any Distribution payable will be paid on, and such Distribution Date will be moved to, the next succeeding Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall will be made on the immediately preceding Business Day). During the Fixed Period, no additional interest will accrue for each day that such payment is delayed as a result thereof, and no less interest shall accrue if such payment is accelerated as a result of the next succeeding Business Day falling in the next calendar year. During the Variable Period, additional interest will accrue for each caseday that such payment is delayed as a result thereof, with and interest shall be decreased for each day that such payment is accelerated as a result of the same force and effect as if made on such datenext succeeding Business Day falling in the next calendar year (provided, however, the next succeeding Distribution Period shall commence upon the Distribution Date). Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust Securities on for such Trust Securities(or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after October 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after March 30, 2008, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, as that the case Depositor shall have received the prior approval of the Federal Reserve Board if then required. The Notes may bealso be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Indenture Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in SECTION 4.2(D);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or Optional after December 30, 2007, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the "INDENTURE REDEMPTION PRICE"); PROVIDED, that the Depositor shall have received the prior approval of the Office of Thrift Supervision if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Indenture Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in SECTION 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to SECTION 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among PRO RATA to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a PRO RATA basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; PROVIDED, HOWEVER, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide PROVIDED, FURTHER, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; PROVIDED, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
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Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or Optional after November 15, 2007, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the "Indenture Redemption Price"); provided, as that the case Depositor shall have received the prior approval of the Office of Thrift Supervision if then required. The Notes may bealso be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Indenture Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
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Redemption. (ai) Upon an optional redemption (giving a Notice of Redemption, as set forth in the Indenture) of Debenturesprovided below, the proceeds from such redemption shall be applied Trust at its option may redeem the APS, in whole or in part, on the second Business Day next preceding any Dividend Payment Date applicable to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount those APS called for redemption, out of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4funds legally available therefor, at the Optional Redemption Price; provided that during a Special Dividend Period of more than 28 days no APS will be subject to optional redemption during any Non-Call Period; provided, and upon a mandatory redemption (as set forth in that the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust APS may not redeem be redeemed in part if after such partial redemption fewer than 50 shares remain outstanding.
(ii) If fewer than all of the Outstanding outstanding APS are to be redeemed pursuant to subparagraph (a)(i) of this Section 3, the number of APS to be redeemed shall be determined by the Board of Trustees, and such APS shall be redeemed pro rata from the Holders in proportion to the number of such APS held by such Holders.
(iii) No APS shall be redeemed pursuant to subparagraphs (a)(i) or (a)(ii) of this Section 3 unless, on the date on which the Trust Securities unless all accrued intends to give notice of such redemption pursuant to paragraph (b) of this Section 3, the Trust has a Discounted Value of S&P Eligible Assets (if S&P is then rating the APS) and unpaid Distributions have been paid Other Rating Agency Eligible Assets (if any Other Rating Agency is then rating the APS and requires such maintenance) each at least equal the APS Basic Maintenance Amount immediately subsequent to such redemption, if such redemption were to occur on all Trust Securities for all quarterly Distribution periods terminating such date, and on or prior to the date of redemption.
(biv) Notice Subject to Section 3(g), the Trust shall redeem at the Mandatory Redemption Price certain of redemption the APS if the Trust fails to maintain a Discounted Value of S&P Eligible Assets (which notice will be irrevocableif S&P is then rating the APS) shall be given by or Other Rating Agency Eligible Assets (if any Other Rating Agency is then rating the Property Trustee by first-class mail, postage prepaid, mailed not less APS and requires such redemption) in an amount greater than 30 nor more than 60 days prior or equal to the Redemption APS Basic Maintenance Amount or fails to maintain 1940 Act APS Asset Coverage in accordance with the requirements of the rating agency or agencies then rating the APS and such failure is not cured on or before the APS Basic Maintenance Cure Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price1940 Act Cure Date, as the case may be;
. The number of APS to be redeemed shall be equal to the lesser of (iiii) the record date for minimum number of APS the determination redemption of Holders entitled which, if deemed to receive payment have occurred immediately prior to the opening of business on the Cure Date, together with all other Preferred Shares subject to redemption or retirement, would result in the satisfaction of the Redemption Price APS Basic Maintenance Amount or Optional Redemption Pricethe 1940 Act APS Asset Coverage, as the case may be, as provided in Section 4.2(don such Cure Date (provided, that if there is no such minimum number of APS and other Preferred Shares the redemption of which would have such result, all the APS and Preferred Shares then outstanding shall be redeemed);
, and (ivii) the CUSIP number;
(v) if less than maximum number of APS, together with all other Preferred Shares subject to redemption or retirement, that can be redeemed out of the Outstanding Trust Securities are funds expected to be redeemedlegally available therefor. In determining the APS required to be redeemed in accordance with this subparagraph (a)(iv), the identification and Trust shall allocate the aggregate Liquidation Amount of the particular Trust Securities number required to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires redeemed to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price APS Basic Maintenance Amount or the Optional Redemption Price1940 Act APS Asset Coverage, as the case may be, will become due pro rata among the APS and payable upon each other Preferred Shares subject to redemption provisions similar to those contained in this subparagraph (a)(iv) of this Section 3. The Trust shall effect such redemption not earlier than 20 days and not later than 40 days after such Cure Date, except that if the Trust Security does not have funds legally available for the redemption of all of the required number of APS and other Preferred Shares which are subject to redemption provisions similar to those contained in this subparagraph (a)(iv) of this Section 3 or the Trust otherwise is unable to effect such redemption on or Trust prior to 40 days after such Cure Date, the Trust shall redeem those APS and other Preferred Shares which it was unable to redeem on the earliest practicable date on which it is able to effect such redemption. If fewer than all of the outstanding APS are to be redeemed pursuant to this Section 3(a)(iv), the number of APS to be redeemed shall be redeemed pro rata from the Holders of such APS in proportion to the number of shares held by such Holders.
(b) The Trust is required to give not less than five nor more than 40 days' Notice of Redemption. The Auction Agent will use its reasonable efforts to provide telephonic notice to each holder of APS called for redemption not later than the close of business on the Business Day on which the Auction Agent determines the shares to be redeemed (as described above) (or, during the occurrence of a Failure to Deposit with respect to such shares, not later than the close of business on the Business Day immediately following the day on which the Auction Agent receives Notice of Redemption from the Trust). Such telephonic notice will be confirmed promptly in writing not later than the close of business on the third Business Day preceding the redemption date by notice sent by the Auction Agent to each holder of record of the APS called for redemption, the Broker-Dealers and the Securities Depository. Every Notice of Redemption and other redemption notice with respect to APS (other than any such notice required under the 1940 Act) will state: (1) the redemption date, (2) the numb▇▇ ▇▇ ▇▇S to be redeemed, (3) the redemption price, (4) that Distributions thereon dividends on the APS to be redeemed will cease to accrue on accumulate as of such redemption date and after said date; and
(viii5) the place provision of the APS Provisions pursuant to which such shares are being redeemed. No defect in the Notice of Redemption or places where such Trust Securities other redemption notice or in the transmittal or the mailing thereof will affect the validity of the redemption proceedings, except as required by applicable law. If fewer than all of the APS held by any Holder are to be surrendered for payment redeemed, the Notice of Redemption mailed to such Holder shall also specify the Redemption Price or the Optional Redemption Price, as the case may benumber of APS to be redeemed from such Holder.
(c) The Trust Securities redeemed Notwithstanding the provisions of paragraph (a) of this Section 3, if any dividends on each Redemption Date the APS are in arrears, none of the APS shall be redeemed at unless all Outstanding shares of the APS are simultaneously redeemed, and the Trust shall not purchase or otherwise acquire any such APS; provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding APS pursuant to the successful completion of an otherwise lawful purchase or exchange offer made on the same terms to, and accepted by, Holders of all outstanding APS.
(d) Upon the giving of Notice of Redemption under Paragraph (b) of this Section 3, dividends on such shares shall cease to accumulate and such shares shall no longer be deemed to be Outstanding for any purpose, and all rights of the Holders of the shares so called for redemption shall cease and terminate, except the right of such Holders to receive the Optional Redemption Price or the Optional Mandatory Redemption Price, : as the case may be, but without any interest or other additional amount, except as provided in Section 2(c)(i) and in Section 12. Upon surrender in accordance with the proceeds from the contemporaneous redemption Notice of Debentures. Redemptions Redemption of the Trust Securities certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Trustees shall be made so require and the Notice of Redemption shall so state), the Optional Redemption Price or the Optional Mandatory Redemption Price, as the case may be, shall be payable paid by the Auction Agent to the Holders of the APS subject to redemption. (The Trust shall pay to the Auction Agent no later than 12:00 Noon, New York City time, on each the Business Day next preceding the redemption date, an aggregate amount of funds equal to the redemption amount required.) In the case that fewer than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued, representing the unredeemed shares, without cost to the Holder thereof. The Trust shall be entitled to receive from the Auction Agent, promptly after the date fixed for redemption, any cash deposited with the Auction Agent in excess of (i) the aggregate Optional Redemption Date Price of the APS called for redemption on such date and (ii) all other amounts to which Holders of the APS called for redemption may be entitled. Any funds so deposited that are unclaimed at the end of 90 days from such redemption date shall, to the extent permitted by law, be repaid to the Trust, after which time the Holders of the APS so called for redemption may look only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such the Optional Redemption Price or Optional Mandatory Redemption Price, as the case may be. and all other amounts to which they may be entitled. The Trust shall be entitled to receive, from time to time after the date fixed for redemption, any interest on the funds so deposited.
(de) If To the Property Trustee gives a notice extent that any redemption for which Notice of Redemption has been given is not made by reason of the absence of legally available funds therefor, such redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long shall be made as and soon as practicable to the extent such funds become available. Failure to redeem the Preferred Securities are APS shall be deemed to exist at any time after the date specified for redemption in book-entry-only forma Notice of Redemption when the Trust shall have failed, irrevocably for any reason whatsoever, to deposit in trust with the Clearing Agency Auction Agent the Redemption Price with respect to any shares for which such Notice of Redemption has been given. Notwithstanding the Preferred Securities funds sufficient fact that the Trust may not have redeemed the APS for which a Notice of Redemption has been given, dividends may be declared and paid on the APS and shall include those APS for which a Notice of Redemption has been given.
(f) All moneys paid to pay the applicable Redemption Price. If Auction Agent for payment of the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Optional Redemption Price or Optional Mandatory Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give of the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities APS called for redemption shall be payable held in trust by the Auction Agent for the benefit of Holders of shares so to be redeemed.
(g) In effecting any redemption pursuant to this Section 3, the Trust shall use its best efforts to comply with all applicable procedural conditions precedent to effecting such redemption under the 1940 Act and Massachusetts law, but shall effect no redemption except to the extent permitted by the 1940 Act and Massachusetts law. The Trust shall also have the power and authority to repurchase APS from Holders of such Trust Securities as they appear on the Securities Register for from time to time in accordance with applicable law, provided that the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except be under no obligation to do so.
(ih) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as In the case may beof any redemption pursuant to this Section 3, but without interestonly whole APS shall be redeemed, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment provision of the Redemption Price or Declaration of Trust would require redemption of a fractional share, the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment Auction Agent shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made authorized to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Dateround up so that only whole shares are redeemed.
(ei) If less than all Notwithstanding anything herein to the Outstanding Trust Securities are contrary, including, without limitation, Section 5(d)(i) of Part I hereof, the Board of Trustees may authorize, create or issue any class or series of Preferred Shares ranking prior to be redeemed or on a Redemption Date, then parity with the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior APS with respect to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot payment of dividends or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of assets upon dissolution, liquidation or winding up of the affairs of the Trust, to the extent permitted by the 1940 Act, as amended, if, upon issuance, the net proceeds from the sale of such redemption will be made Preferred Shares (or such portion thereof needed to redeem the Outstanding APS) are deposited with the Auction Agent in accordance with the procedures Section 3(d) of the Clearing Agency or its nominee. For all purposes Part I hereof, Notice of this Trust Agreement, unless the context otherwise requires, all provisions relating Redemption pursuant to the redemption Section 3(b) of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which Part I hereof has been delivered prior thereto or is sent promptly thereafter (or. as to be redeemed. In any Holder of APS, such Notice of Redemption is waived in writing by such Holder), and such proceeds are used to redeem the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partOutstanding APS.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
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Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after December 15, 2012, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, at any time, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption (Except upon the occurrence of a Default as set forth in the Indenture) of DebenturesIndenture provided, the proceeds from such redemption Bonds will not be subject to any mandatory redemption, sinking fund or other obligation of the Company to amortize, redeem or retire the Bonds prior to maturity and, in any case, the Bonds shall not be redeemable prior to maturity at the option of any holder of Bonds.
(i) Bonds of the Thirty-first Series shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositorredeemable, including pursuant to Section 4.4however, at the Optional Redemption Priceoption of the Company subject to the requirements of the Indenture in whole or in part at any time and from time to time, and prior to maturity, upon a mandatory redemption (as set forth notice to the Holders of such Bonds at his, her or its address last appearing in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed Bond Register by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the date on which such Bonds are fixed to be redeemed (such date fixed for redemption, the “Redemption Date Date”), in cash at a redemption price (the “Redemption Price”) equal to (i) the greater of: (A) one hundred per centum (100%) of the principal amount of Bonds to be redeemed then Outstanding, and (B) the Make-Whole Amount, if any, plus (ii) accrued and unpaid interest to the Redemption Date. In the case of each partial redemption of the Bonds pursuant to this Section 1.02(b)(i), the principal amount of the Bonds to be redeemed shall be allocated by the Property Trustee from Company among all of the Outstanding Preferred Securities Bonds at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not previously theretofore called for redemption. Any notice of intention to redeem need not specify the Redemption Price but shall be sufficient if it sets forth in brief terms the manner in which the Redemption Price is to be calculated. Each such notice shall specify the Redemption Date (which shall be a Business Day), by lot or the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each Bond held by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof Holder to be redeemed; it , and the interest to be paid on the Redemption Date with respect to such principal amount being understood thatredeemed, and shall be accompanied by a certificate of an officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the case date of Preferred Securities registered in such notice were the name Redemption Date), setting forth the details of and held of record by such computation. Two Business Days prior to the Clearing Agency (or any successor) or any nomineeRedemption Date, the distribution Company shall deliver to each Holder of such Bonds a certificate of an officer specifying the calculation of such Make-Whole Amount as of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust specified Redemption Date.
(ii) The Company shall not be required to (i) issue, register the transfer make transfers or exchanges of or exchange of any Preferred Security during Bonds for a period beginning at the opening of business 15 ten (10) days before next preceding any selection for redemption Interest Payment Date, or next preceding any designation of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities Bonds to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust redeemed. The Company shall not be required to issue, register the transfer of make transfers or register the exchange exchanges of any Preferred Security during a period beginning at Bonds designated in whole or in part for redemption. Unless the opening Company defaults in payment of business 15 days before any the Redemption Price, on and after the Redemption Date and ending at interest will cease to accrue on the close Bonds or portions thereof called for redemption.
(c) For purposes of business on such Redemption Date.this Section 1.02:
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Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity of the Notes, the Issuer Trust (as set forth subject, in the Indenture) case of Debenturesredemption, to the proceeds from Property Trustee having received notice of such redemption shall and of the principal amount to be applied redeemed from the Depositor no later than 45 days prior to such Note Redemption Date) will be required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to (and as defined in) the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provision as the case Property Trustee deems relevant. The Issuer Trust in issuing the Trust Securities may beuse "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related materials.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of DebenturesNotes. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Issuer Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by [10:00 A.M.], New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency for such Book-Entry Preferred Securities, to the Preferred Securities extent available therefor, funds sufficient to pay the applicable Redemption Price. If Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are no longer in booknot Book-entry-only formEntry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent or Paying Agents, to the extent available therefor, funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent or Paying Agents irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Issuer Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register Redemption Date originally established by the Issuer Trust for the such Trust Securities on to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative Liquidation Amounts of such classes. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or provided, however, that so long as the Preferred Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Preferred Securities by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesClearing Agency. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In Subject to the event provisions of any redemptionthis Section 4.2 and applicable law, the Trust shall not be required Depositor or its Affiliates may, at any time and from time to issuetime, register purchase Outstanding Preferred Securities by tender, in the transfer of open market or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Dateby private agreement.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor, at the Depositor’s option, on or after April 30, 2011, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 a.m., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Upon such a partial redemption, the Preferred Securities to be redeemed from each Holder of Preferred Securities shall be selected on a pro rata basis based upon the respective Liquidation Amounts of the Preferred Securities then held by each Holder of the Preferred Securities not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Sources: Trust Agreement (Capital Trust Inc)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or after June 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after June 30, 2011, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Sources: Trust Agreement (FNB Corp/Nc)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d)
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or Optional after December 30, 2007, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the "Indenture Redemption Price"); provided, as that the case Depositor shall have received the prior approval of the Federal Reserve Board if then required. The Notes may bealso be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Indenture Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after July 30, 2012, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of any applicable insurance regulatory authority therefore with respect to such redemption if then required. The Notes may also be redeemed by the Depositor, at its option, at any time, in whole but not in part, upon the occurrence of an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of any applicable insurance regulatory authority therefore with respect to such redemption if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on a Distribution Date on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates date for the related Distribution DatesDate. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor in accordance with its obligations under the Guarantee Agreement, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of provided, further, that so long as the Preferred Securities selected for redemption andare Book-Entry Preferred Securities, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will selection shall be made in accordance with the procedures of Applicable Depositary Procedures for the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.by such
Appears in 1 contract
Redemption. (a) Upon an optional redemption (as set forth The Securities of this Series are redeemable, at the option of the Company, at any time in the Indenture) of Debentureswhole or from time to time in part, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal on not less than nor more than days' prior notice to the aggregate registered Holders of Securities of this Series, on any date prior to its maturity (a "Redemption Date") at a redemption price equal to: (i) 100% of the outstanding principal amount of the Debentures so Securities of this Series being redeemed; plus (ii) accrued and unpaid interest on the Securities of this Series being redeemed by the Depositorto, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debenturesbut excluding, the proceeds from such Redemption Date; plus (iii) a Make-Whole Premium. In no event will the redemption shall price on the Securities of this Series be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to less than 100% of the aggregate principal amount of the Debentures so Securities of this Series being redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all plus accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior interest thereon. "Make-Whole Premium" means an amount equal to the date Discounted Present Value calculated for any Security of redemption.
(b) Notice this Series subject to redemption less the unpaid principal amount of redemption (which notice will be irrevocable) the Security of this Series; provided, however, that no Make-Whole Premium shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior zero. For purposes of the definition of "Make-Whole Premium," the "Discounted Present Value" of any Securities of this Series subject to redemption shall be equal to the Redemption Date discounted present value of all principal and interest payments scheduled to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Securities of this Series after the Redemption Date, subject calculated using a discount rate equal to the sum of (1) the yield to maturity on the United States treasury security having a maturity date equal to the maturity date of the Securities of this Series and trading in the secondary market at the price closest to par and (2) basis points, provided, however, that if there is no United States Treasury security having a maturity date equal to the maturity date of the Securities of this Series, such discount rate shall be calculated using a yield to maturity interpolated or extrapolated on a straight-line basis (rounding to the nearest month, if necessary) from the yields to maturity for the two United States treasury securities having maturity dates most closely corresponding to the maturity date of the Securities of this Series and trading in the secondary market at the price closest to par. Notwithstanding Section 4.2(c)9.4 of the Indenture, the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon with respect to the date of such deposit, all rights of Securityholders holding Trust Securities so called for foregoing redemption will cease, except (i) need not set forth the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, redemption price but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in only the manner provided in Section 4.3 through of calculation thereof. The Company shall notify the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment Trustee of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in redemption price with respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on foregoing redemption promptly after the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemedcalculation thereof. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection responsible for calculating said redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partprice.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Redemption. (a) Upon an optional redemption (as set forth The Bonds will not be subject to any mandatory redemption, sinking fund or other obligation of the Company to amortize, redeem or retire the Bonds and, in the Indenture) of Debenturesany case, the proceeds from such redemption Bonds shall not be redeemable prior to maturity at the option of any holder of Bonds. Bonds of the Twenty-second Series shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositorredeemable, including pursuant to Section 4.4however, at the Optional Redemption Price, option of the Company and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal pursuant to the aggregate principal amount requirements of the Debentures so redeemed by the DepositorIndenture in whole or in part at anytime and from time to time, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to maturity, upon notice to the date holders of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given such Bonds by the Property Trustee by first-first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called date on which such Bonds are fixed to be redeemed (such date fixed for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for "Redemption Date"), in cash at a redemption price (the selection for redemption of portions ("Redemption Price") equal to $25 or an integral multiple of $25 in excess thereof(i) the greater of: (A) one hundred per centum (100%) of the Liquidation Amount principal amount of Bonds to be redeemed then Outstanding, and (B) the sum of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing present values of the Preferred Securities selected for redemption and, in the case remaining scheduled payments of principal and interest thereon (not including any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case portion of Preferred Securities registered in the name such payments of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution interest accrued as of the proceeds Redemption Date discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as hereinafter defined), plus (ii) accrued and unpaid interest to the Redemption Date, as calculated by an Independent Investment Banker (as hereinafter defined); provided, however, that such redemption will Redemption Price and other terms shall be made in accordance with the procedures a Resolution of the Clearing Agency or its nominee. For all purposes Company's Board of Directors which Resolution shall be filed with the Corporate Trustee referring to this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. Twentieth Supplemental Indenture.
(b) In the event of any redemption in partof the Bonds, neither the Trust Company nor the Corporate Trustee shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security Bonds during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities such Bonds and ending at the close of business on the earliest date in on which the relevant notice of redemption is deemed to have been given to all Holders holders of Preferred Securities Bonds to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities Bonds so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities Bonds being redeemed in part. Unless the Company defaults in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the Bonds of this series or portions thereof called for redemption.
(fc) In If the event of any redemptionCompany elects to redeem the Bonds in part, the Trust Corporate Trustee shall not select a fair and appropriate manner in which to determine which of the Bonds Outstanding are to be required redeemed; provided that such manner shall be pursuant to issue, register the transfer requirements of or register the exchange Indenture.
(d) For purposes of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.this Section 1.02:
Appears in 1 contract
Sources: Twentieth Supplemental Indenture (Touch America Holdings Inc)
Redemption. (a) Upon an optional redemption (Except as set forth otherwise provided in the Indenture) of DebenturesPricing Supplement or a supplemental indenture and the Notes or in Section 6.02, the proceeds from Trust will redeem the Notes only if Protective Life redeems the Funding Agreement securing such redemption shall be applied to redeem Trust Securities having Notes in an aggregate Liquidation Amount amount equal to the aggregate principal amount of the Debentures so related Notes to be redeemed by whether in accordance with the Depositor, including pursuant to Section 4.4, at terms of this Indenture or the Optional Redemption PricePricing Supplement, and upon a mandatory redemption (as set forth the Trust will not redeem the Notes if Protective Life does not redeem the Funding Agreement(s) securing such Notes in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount amount equal to the aggregate principal amount of the Debentures so Notes to be redeemed by in accordance herewith. Unless otherwise specified in the Depositorrelevant Pricing Supplement or a supplemental indenture and the Notes, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or Notes after the date that is thirty (30) days prior to the date Stated Maturity Date of redemptionthe Notes.
(b) Notice of redemption (which notice If, but only if, specified in the Pricing Supplement or a supplemental indenture and the Notes, such Notes will be irrevocablerepayable at the option of the Holders thereof in accordance with the repayment provisions included in the Pricing Supplement or supplemental indenture and the Notes.
(c) shall be given In connection with the redemption by the Property Trustee by first-class mailTrust of the Notes under Section 2.04(a) hereunder, postage prepaid, mailed the Trust will give written notice to the Holders in accordance with Section 1.06 hereunder not less than 30 nor thirty (30) days and no more than 60 seventy-five (75) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at date set for such Holder's address as it appears in the Securities Registerredemption. All notices of redemption shall state:
(i) the Redemption Dateredemption date;
(ii) the Redemption Price or or, if not then ascertainable, the Optional Redemption Price, as the case may bemanner of calculation thereof;
(iii) that on the record redemption date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security on the Notes to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(viiiiv) the place or places where such Trust Securities the Notes to be redeemed are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of Prior to any redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c)date, the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably Trust shall deposit with the Paying Agent funds an amount of money sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price of and (except if the redemption date shall be an Interest Payment Date) accrued and unpaid interest on, all Notes which are to be redeemed on that date.
(e) Upon notice of redemption having been given pursuant to Section 2.04(c) hereunder, the Notes to be so redeemed shall, on the redemption date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Trust shall default in the payment of the Redemption Price and accrued interest, if any) such Notes shall cease to bear or accrue any interest. Upon surrender of the Optional Notes for redemption in accordance with said notice, such Notes shall be paid by the Trust at the Redemption Price, as together with any accrued but unpaid interest to, but not including the case may beredemption date provided that, to the Holders thereof upon surrender installments of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable interest whose Stated Maturity Date is on or prior to the Redemption Date for any Trust Securities called for redemption shall date will be payable to the Holders of such Trust Securities Notes, or one or more predecessor Notes, registered as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through at the close of business on the Redemption Date; relevant Record Date according to their terms and the provisions of Section 2.09.
(f) The election of the Trust to redeem any Notes shall be evidenced by a Trust Certificate. In case of any redemption at the election of the Trust, the Trust shall, at least forty-five (45) days prior to the redemption date fixed by the Trust (unless a shorter notice shall be satisfactory to the Indenture Trustee), notify the Indenture Trustee of such Trust Securities will cease redemption date, and of the principal amount of Notes to be Outstandingredeemed. In the event that case of any date redemption of Notes (a) prior to the expiration of any restriction on which any Redemption Price such redemption provided in the terms of such Notes or the Optional Redemption Priceelsewhere in this Indenture, as the case may be, is payable is not a Business Day, then payment or (b) pursuant to an election of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day Trust which is subject to a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is condition specified in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders terms of such Trust Securities as they appear on the Securities Register for Notes or elsewhere in this Indenture, the Trust Securities on shall furnish the relevant record date, which shall be the date which is the fifteenth day (whether Indenture Trustee with a Trust Certificate evidencing compliance with such restriction or not a Business Day) preceding such Redemption Datecondition.
(eg) If less than all of the Outstanding Trust Securities Notes are to be redeemed on (unless such redemption affects only a Redemption Datesingle Note), then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities Notes to be redeemed shall be selected not more than 60 seventy-five (75) days prior to the Redemption Date redemption date by the Property Trustee Indenture Trustee, from the Outstanding Preferred Securities Notes not previously called for redemption, by lot or by such other method as or, if the Property Trustee shall deem fair and appropriate and which may provide for particular Notes to be redeemed are not issued in book-entry form, in its discretion, on a pro rata basis, in accordance with the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) customary procedures of the Liquidation Amount Indenture Trustee; provided that the unredeemed portion of the Preferred Securitiesprincipal amount of any Note shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Note. The Property Indenture Trustee shall promptly notify the Securities Registrar and the Conversion Agent Trust in writing of the Preferred Securities Notes selected for redemption as aforesaid and, in the case of any Preferred Securities Notes selected for partial redemptionredemption as aforesaid, the Liquidation Amount principal amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust AgreementIndenture, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities Notes shall relate, in the case of any Preferred Securities Notes redeemed or to be redeemed only in part, to the portion of the Liquidation Amount principal amount of Preferred Securities such Notes which has been or is to be redeemed. In .
(h) Any Note which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the event Trust or the Indenture Trustee so requires, due endorsement by, or a written instrument of any redemption transfer in partform satisfactory to the Trust and the Indenture Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Trust shall not be required execute, and the Indenture Trustee shall authenticate and deliver to (i) issuethe Holder of such Note without service charge, register the transfer of a new Note or exchange Notes, of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemptionauthorized denomination as requested by such Holder, in whole or aggregate principal amount equal to and in part, except exchange for the unredeemed portion of any Preferred Securities being redeemed in partthe principal of the Note so surrendered.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Sources: Omnibus Instrument (Protective Life Secured Trust 2003-1)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or Optional after September 30, 2011, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the "Indenture Redemption Price"); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
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Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after April 30, 2008, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, as that the case Depositor shall have received the prior approval of the Federal Reserve Board if then required. The Notes may bealso be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Indenture Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after October 30, 2012, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, at any time, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
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Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the amount of and particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after March 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and legally available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after September 30, 2011, in whole at any time or in part from time to time, at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, at its option pursuant to the terms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price. In addition, the Notes must be redeemed pursuant to the terms of the Indenture in whole at the Mandatory Note Redemption Price, as the case may beupon receipt of a Change of Control Election.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent legally available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Indenture, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities held by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor, at the Depositor’s option, on or after April 30, 2012, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount fixed for redemption for purposes of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to calculating the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partPrice.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after March 31, 2010, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve, if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after April 30, 2011, in whole at any time or in part from time to time, at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, at any time prior to April 30, 2011, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Trust, the Depositor or the Optional Redemption Price, as the case may be, shall be made Guarantor pursuant to the Holders of Indenture, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate and which may provide appropriate; provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities held by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Sources: Trust Agreement (Capitalsource Inc)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after June 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or Optional after July 25, 2007 in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the "Indenture Redemption Price"); provided, as that the case Depositor shall have received the prior approval of the Office of Thrift Supervision if then required. The Notes may bealso be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Indenture Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Sources: Trust Agreement (Matrix Bancorp Inc)
Redemption. (a) Upon an optional redemption In the event that the Company has become or would become obligated to pay any Additional Amounts as a result of (i) a Change in Tax Law or (ii) a Listing Failure provided that the Company has used reasonable best efforts to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (as set forth provided for in Section 10.04 of the Indenture) ), then the Company may redeem all, but not less than all, of Debenturesthe Securities at any time at 100% of the principal amount thereof on the Redemption Date, together with accrued and unpaid interest and Additional Amounts, if any, thereon to but excluding the Redemption Date. Prior to the publication of the notice of redemption in accordance with the foregoing, the proceeds from such redemption Company shall deliver to the Trustee an Opinion of Counsel.
(b) The Securities may be applied to redeem Trust Securities having an aggregate Liquidation Amount redeemed, in whole or in part, at the option of the Company at any time at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Debentures so Securities to be redeemed by and (ii) the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount sum of the Debentures so present values of the remaining scheduled payments of the principal and interest on such Securities to be redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus, in each case, accrued and unpaid interest and Additional Amounts, if any, thereon to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) but excluding the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price; provided, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Pricehowever, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that interest installments due on the Redemption an Interest Payment Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable which is on or prior to the Redemption Date for any Trust Securities called for redemption shall will be payable to the Holders who are Holders of record of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) Regular Record Date preceding such Redemption Interest Payment Date.
(ec) If less than all the Outstanding Trust Securities are to Notice of a redemption will be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected mailed at least 30 days but not more than 60 days prior to before the Redemption Date by to each Holder of Securities to be redeemed at such Holder's last address as it appears in the Property Trustee from Security Register. Securities in original denominations larger than US$2,000 may be redeemed in part in integral multiples of US$1,000. On and after the Outstanding Preferred Redemption Date, interest ceases to accrue on Securities not previously or portions of Securities called for redemption, by lot or by such other method as unless the Property Trustee shall deem fair and appropriate and which may provide for Company defaults in the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) payment of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partRedemption Price.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Sources: Indenture (Amvescap PLC/London/)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or after January 30, 2011, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at any time before January 30, 2011, at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid by or on behalf of the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Upon such a partial redemption, the Preferred Securities to be redeemed from each Holder of Preferred Securities shall be selected on a pro rata basis based upon the respective Liquidation Amounts of the Preferred Securities then held by each Holder of the Preferred Securities not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issue, register Holders; provided that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption (as set forth The Bonds shall be redeemable at the option of the Company in whole or in part at any time and from time to time, prior to maturity, upon notice to the Holders of such Bonds at his, her or its address last appearing in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed Bond Register by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called date on which such Bonds are fixed to be redeemed (such date fixed for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and“Redemption Date”), in cash at a redemption price (the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor“Redemption Price”) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required equal to (i) issuethe sum of: (A) one hundred per centum (100%) of the principal amount of Bonds to be redeemed then Outstanding, register and (B) if the transfer Redemption Date is earlier than February 15, 2030 the Make-Whole Amount, if any; plus (ii) accrued and unpaid interest to the Redemption Date. Any notice of or exchange of any Preferred Security during a period beginning at intention to redeem need not specify the opening of business 15 days before any selection for redemption of Preferred Securities and ending at Redemption Price but shall be sufficient if it sets forth in brief terms the close of business on the earliest date manner in which the relevant notice of redemption Redemption Price is deemed to have been given to all Holders of Preferred Securities to be so redeemed or calculated. Each such notice shall specify the Redemption Date (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemptionwhich shall be a Business Day), the Trust shall not aggregate principal amount of the Bonds to be required redeemed on such date, the principal amount of each Bond held by such Holder to issuebe redeemed, register and the transfer of or register interest to be paid on the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date with respect to such principal amount being redeemed, and ending at shall be accompanied by a certificate of an officer of the close Company as to the estimated Make-Whole Amount, if any, due in connection with such redemption (calculated as if the date of business on such notice were the Redemption Date), setting forth the details of such computation. Two Business Days prior to the Redemption Date, the Company shall deliver to each Holder of such Bonds a certificate of an officer specifying the calculation of such Make-Whole Amount, if any, as of the specified Redemption Date.
Appears in 1 contract
Sources: Fortieth Supplemental Indenture (Northwestern Corp)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after September 30, 2008, in whole or in part, from time to time at the Optional Note Redemption Price; provided, as that the case Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. The Notes may bealso be redeemed by the Depositor, at its option pursuant to the terms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price; provided, that the Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Sources: Trust Agreement (American Safety Insurance Holdings LTD)
Redemption. (a) Upon an optional redemption (Except as set forth described in Section 3.01 of the Indenture) of DebenturesIndenture and this Paragraph 7, the proceeds from such redemption Notes may not be redeemed. The Notes shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4redeemable, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount option of the Debentures so redeemed by the DepositorCompany, at the Redemption Price. The Trust may in whole, but not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid in part, on all Trust Securities for all quarterly Distribution periods terminating on or any Interest Payment Date prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mailFebruary 1, postage prepaid2017, mailed upon giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable), at a Redemption Price equal to the greater of:
(1) 100% of the principal amount thereof to be redeemed, plus accrued interest and any Additional Amounts payable with respect thereto; and
(2) the sum of the present values of (A) the Redemption Price of the Notes at February 1, 2017 (as set forth below) and (B) the remaining scheduled payments of interest from the Redemption Date to February 1, 2017 but excluding accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate (determined on the second Business Day immediately preceding the Redemption Date) plus 50 basis points; plus, in either case, accrued and unpaid interest, if any, and any Additional Amounts to the Redemption Price (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Any notice to Holders of the Notes of a redemption shall include the appropriate calculation of the Redemption Price, but need not include the Redemption Price itself. In the event of such a redemption, the actual Redemption Price, calculated as described above, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of the Cayman Islands, Brazil or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an official interpretation, administration or application of such laws, treaties, rules, or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position, is announced on or after the issue date of the Notes or on or after the date a successor assumes the obligations under the Notes, (i) the Company has or shall become obligated to pay any Additional Amounts as described in Section 4.06 of the Indenture or (ii) the Guarantors has or shall become obligated to pay Additional Amounts (as defined above) in excess of the Additional Amounts the Guarantors would be obligated to pay if payments were subject to withholding or deduction at a rate of 15% or at a rate of 25% in case the Holder of the Notes is resident in a tax haven jurisdiction (i.e., countries that do not impose any income tax or that impose it at a maximum rate lower than 20% or where the laws impose restrictions on the disclosure of ownership composition or securities ownership) as a result of the taxes, duties, assessments and other governmental charges described above (the “Minimum Withholding Level”), the Company or the Guarantors may, at their option, redeem all, but not less than all, of the Notes, on any Business Day at a redemption price equal to 100% of their principal amount, together with interest accrued to the date fixed for redemption, upon publication of irrevocable notice to Holders not less than 30 days nor more than 90 days prior to the Redemption Date date fixed for redemption. No notice of such redemption may be given earlier than 90 days prior to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in earliest date on which the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemedCompany, the identification and the aggregate Liquidation Amount of the particular Trust Securities to Guarantors would, but for such redemption, be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient obligated to pay the applicable Redemption PriceAdditional Amounts above the Minimum Withholding Level. If The Company shall not have the Preferred Securities are no longer right to so redeem the Notes in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient event it becomes obliged to pay Additional Amounts that are less than the applicable Redemption Price or Optional Redemption Price, as Additional Amounts payable at the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities CertificatesMinimum Withholding Level. Notwithstanding the foregoing, Distributions payable on or prior the Company shall not have the right to so redeem the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except Notes unless: (i) it has taken reasonable measures to avoid the right of such Securityholders obligation to receive pay Additional Amounts (provided, however, that for this purpose reasonable measures shall not include the Redemption Price Company moving or the Optional Redemption Price, as the case may be, but without interest, changing jurisdictions); and (ii) it has complied with all necessary regulations of the right Central Bank of Brazil to convert legally effect such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstandingredemption. In the event that any date on which any Redemption Price or the Optional Redemption Price, as Company elects to so redeem the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delayNotes pursuant to Section 3.01(c), except that, if such Business Day is in the next succeeding calendar year, such payment it shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made deliver to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dateTrustee: (i) a certificate, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered signed in the name of and held the Company by any two of record its executive officers or by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made its attorney-in-fact in accordance with its bylaws, stating that the procedures Company is entitled to redeem the Notes pursuant to their terms and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Clearing Agency Company to so redeem have occurred or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities satisfied; and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register an Opinion of Counsel to the transfer effect that the Company has or shall become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level as a result of the change or exchange amendment, that the Company has taken all reasonable measures to avoid the payment of any Preferred Securities so selected for redemption, in whole or in part, except such Additional Amounts and that all governmental requirements necessary for the unredeemed portion of any Preferred Securities being redeemed in partCompany to effect the redemption have been complied with.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Sources: Indenture (Cosan Ltd.)
Redemption. (a) Upon an optional redemption On each ICON Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe ICONs and on each other date on (or in respect of) which any principal on the ICONs is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective liquidation amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesICONs. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the ICONs may be redeemed by the Depositor in whole or Optional in part on one or more occasions, on or after November 15, 2011, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the "Indenture Redemption Price"); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The ICONs may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Regulatory Capital Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Preferred Securities are in bookBook-entry-only formEntry Trust Capital Securities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Trust Capital Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption PricePrice to the Holders of the Trust Capital Securities. With respect to Trust Capital Securities that are not Book-Entry Trust Capital Securities, as the case may beProperty Trustee will irrevocably deposit with the Paying Agent, on such Preferred Securities held in certificated form to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Trust Capital Securities upon surrender of their Preferred Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delay), except that, if such Business Day is in date until the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Trust Capital Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Trust Capital Securities are Book-Entry Trust Capital Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesTrust Capital Securities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Trust Capital Securities (or portion thereof) selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Sources: Trust Agreement (National City Corp)
Redemption. (a) Upon an optional redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or the Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 50 or an integral multiple of $25 50 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after April 15, 2009, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Office of Thrift Supervision if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or Optional after September 6, 2012, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the "Indenture Redemption Price"); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, at any time, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after July 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price; provided, as that the case Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. The Notes may bealso be redeemed by the Depositor, at its option pursuant to the terms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price; provided, that the Depositor shall have received the prior approval of any Applicable Insurance Regulatory Authority then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for a partial redemption, the right of such Holders to receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount thereof equal to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred such Trust Security or Securities, and such Securities being redeemed in part.
(for portion thereof) In the event of any redemption, the Trust shall not be required called for redemption will cease to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.be
Appears in 1 contract
Sources: Trust Agreement (Homebanc Corp)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or Optional after September 30, 2010, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the "Indenture Redemption Price"); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture).
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delay), except that, if such Business Day is in date until the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust or by the Depositor pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or portion thereof) will continue to accumulate, as set forth in Section 4.1, from the case may be, shall be made Redemption Date originally established by the Trust for such Trust Securities(or portion thereof) to the Holders of date such Trust Securities as they appear on Redemption Price is actually paid, in which case the Securities Register for the Trust Securities on the relevant record date, which shall actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
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Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, corresponding Series at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after, in the case of Series A Notes, March 30, 2010 and, in the case of Series B Notes, April 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to based upon the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) relative aggregate Liquidation Amounts of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Common Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.the
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Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or will be calculated by the Optional Depositor on the fifth Business Day prior to the Redemption Price, as the case may beDate;
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate respective Liquidation Amount Amounts of the particular Trust Securities to be redeemed and not redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after ____________ __, 201_, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Increased Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, at any time, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Special Event Redemption Price (as set forth in the case may beIndenture); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Trust Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Trust Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Trust Preferred Securities. With respect to Trust Preferred Securities held in certificated form that are not Book-Entry Trust Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Trust Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Trust Preferred Securities. The particular Trust Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Trust Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Trust Preferred Securities are Book-Entry Trust Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Trust Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Trust Preferred Securities (or portion thereof) selected for redemption and, in the case of any Trust Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Securities shall relate, in the case of any Trust Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Trust Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
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Redemption. (a) Upon an optional redemption (as set forth in In the Indentureevent that the assets of the Trust are sold pursuant to Section 9.02 of the Trust Agreement or subsection 5.03(b) of Debenturesthis Indenture, the proceeds from of such redemption sale shall be applied distributed as provided in Section 5.06. If amounts are to redeem Trust Securities having an aggregate Liquidation Amount equal be paid to Noteholders pursuant to this subsection 10.01(a), the Servicer or the Issuer shall, to the aggregate principal amount extent practicable, furnish written notice of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal event to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may Indenture Trustee and each Swap Counterparty not redeem fewer later than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
twenty (b20) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date whereupon all such amounts shall be payable on the Redemption Date. It shall be a condition to any such redemption that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Depositor and each Holder of Trust Securities to Swap Counterparties, including Swap Breakage Costs, shall be redeemedpaid in full on the Redemption Date.
(b) In the event that on any Payment Date, at such Holder's address as it appears the aggregate amounts on deposit in the Securities Register. All notices of redemption shall stateCollection Account and the Reserve Fund are greater than or equal to the sum of:
(i) the Redemption DateAggregate Outstanding Principal Balance of the Notes;
(ii) the Redemption Price or the Optional Redemption Price, as the case may beinterest accrued thereon;
(iii) amounts owed to the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption PriceSwap Counterparties, as the case may be, as provided in Section 4.2(d)including Swap Breakage Costs;
(iv) any amounts owed to the CUSIP numberIndenture Trustee, the Backup Servicer and the Owner Trustee;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification any accrued and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;unpaid Servicing Fee; and
(vi) unreimbursed Servicer Advances, the Conversion Price Notes shall be redeemed in whole, but not in part, for a price equal to the Redemption Date Amount. The Redemption Date Amount shall be paid from amounts on deposit in the Reserve Fund that will be deposited by the Indenture Trustee into the Collection Account on the related Redemption Date. If amounts are to be paid to Noteholders pursuant to this subsection 10.01(b), the Servicer or the Issuer shall, to the extent practicable, furnish written notice of such event to the Indenture Trustee and that a Holder of Preferred Securities who desires to convert the Swap Counterparties not later than twenty (20) days prior to the Redemption Date whereupon all such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that amounts shall be payable on the Redemption Date Date. It shall be a condition to any such redemption that all Swap Transactions then outstanding under any Swaps then in effect shall be terminated and all amounts payable to the Swap Counterparties, including Swap Breakage Costs, shall be paid in full on the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may beDate.
(c) The Trust Securities redeemed on each Redemption Date shall Notes to be redeemed at the Redemption Price or the Optional Redemption Priceshall, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a following notice of redemption in respect of any Preferred Securities, then, (if any) as required by 12:00 noon, New York City timeSection 10.03, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as Date become due and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to at the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, Amount and (ii) unless the right to convert such Preferred Securities into Common Stock Issuer shall default in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable Date Amount) no interest shall accrue on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by Amount for any period after the Property Trustee from the Outstanding Preferred Securities not previously called date to which accrued interest is calculated for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless calculating the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption DateAmount.
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Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after July 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
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Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and legally available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after April 30, 2012, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 a.m., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent legally available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Trustee or the Optional Redemption PricePaying Agent, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Upon such a partial redemption, the Preferred Securities to be redeemed from each Holder of Preferred Securities shall be selected on a pro rata basis based upon the respective Liquidation Amounts of the Preferred Securities then held by each Holder of the Preferred Securities not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon On (i) any Payment Date on which the Pool Balance as of the last day of the related Collection Period shall be less than or equal to [***]% of the Adjusted Pool Balance on the Closing Date or (ii) any Payment Date occurring immediately following the Scheduled Amortization Period Commencement Date, the Seller shall have the option to purchase all of the Receivables for a purchase price equal to the Redemption Price; provided that the portion of such purchase price paid in cash by the Seller is only required to be at least equal to an optional redemption (as set forth amount that, together with amounts on deposit in the Indenture) of DebenturesAccounts, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal to is not less than the aggregate principal amount of the Debentures so redeemed by the DepositorLoans, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid interest on such Loans and all Trust Securities for all quarterly Distribution periods terminating on or prior to other fees, expenses and indemnities and other Obligations owed by the date Borrower as of redemptionthe Redemption Date.
(b) To exercise such option, the Seller shall furnish written notice thereof to the Administrative Agent, the Paying Agent, the Back-Up Servicer and the Lenders at least three (3) Business Days prior to the Redemption Date (or such other shorter period acceptable to the Administrative Agent) and the Seller shall irrevocably deposit, by 2:00 p.m. New York City time on the Business Day prior to the Redemption Date in the Waterfall Account, the Redemption Price, whereupon all Loans and other Obligations shall be due and payable on the Redemption Date upon the furnishing of a notice, complying with this Agreement, to each Lender, and all other fees, expenses and indemnities and other Obligations owed by the Borrower shall be paid on such Redemption Date, pursuant to the applicable Monthly Remittance Report. For the avoidance of doubt, such purchase by the Seller shall not be effective unless, on the Redemption Date, all Obligations have been paid in full in cash to the Lenders and other Persons entitled thereto.
(c) Notice of redemption (which notice will be irrevocableunder Section 2.18(b) shall be given by the Property Trustee Seller by first-class mail, postage prepaid, or by facsimile and mailed or transmitted not less later than 30 nor more than 60 days three (3) Business Days prior to the applicable Redemption Date to the Depositor Rating Agency and each Holder Lender, as of Trust Securities to be redeemedthe close of business on the last Business Day of the month immediately preceding the LEGAL02/42958175v30 a applicable Redemption Date, at such Holder's Lender’s address or facsimile number set forth under its name on the signature pages hereof or specified in such party’s Transfer Supplement or at such other address (including, without limitation, an electronic mail address) as it appears shall be designated by such party in a written notice to the Securities Registerother parties hereto, and the Rating Agency’s address listed in Section 9.02. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date place where physical Promissory Notes are to be surrendered for the determination of Holders entitled to receive final payment of the Redemption Price or Optional Redemption Price, as principal and interest on the case may be, as provided in Section 4.2(d);Loans; and
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, Loans will become due and payable upon each such Trust Security to be redeemed in full and that Distributions thereon will interest on the Loans shall cease to accrue on from and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Sources: Receivables Loan and Security Agreement (Oportun Financial Corp)
Redemption. (a) Upon an optional redemption Except as provided in paragraph (as set forth in the Indentureb) of Debenturesbelow, the proceeds Trust shall within five (5) business days of receipt of written notice from Executive given at any time after the occurrence of a Change in Control but prior to the latest stated expiration date of any option held by Executive on the date of the Change in Control, redeem any Voting Securities held by Executive (whether acquired by exercise of any such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount option or grant or otherwise), at a price equal to the aggregate principal amount average closing price of Voting Securities as quoted on the New York Stock Exchange, or if such Voting Securities are not listed thereon, then the average of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, closing "bid" and upon a mandatory redemption (as set forth "ask" prices per share in the Indentureover-the-counter securities market for the fifteen (15) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or trading days prior to the date of redemption.such notice;
(b) Notice If, during the fifteen (15) day trading period, Voting Securities are not listed, quoted or reported on any publicly traded securities market for at least two-thirds (2/3) of the days included in such period, then the redemption (which notice will be irrevocable) price shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address determined as it appears in the Securities Register. All notices of redemption shall statefollows:
(i) Executive shall designate in a written notice to the Redemption Date;
(ii) Trust an appraiser to appraise the Redemption Price or the Optional Redemption Price, as the case may be;
(iii) the record date for the determination of Holders entitled to receive payment value of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Voting Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) within ten (10) business days of receipt of such notice the right Trust shall designate an appraiser to convert such Preferred Securities into Common Stock in appraise the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment value of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Voting Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that(iii) such designated appraisers shall together designate, in within ten (10) business days of the case of Preferred Securities registered in date the name of and held of record appraiser is designated by the Clearing Agency Trust, a third appraiser to appraise the value of such Voting Securities; (or any successoriv) or any nominee, the distribution each appraiser shall value such Voting Securities within twenty (20) business days of the proceeds of such redemption will be made in accordance with the procedures designation of the Clearing Agency third appraiser using generally accepted appraisal methods for valuing such securities based upon the value of all of the Trust's assets less all of its liabilities without giving effect for any costs of liquidation or its nominee. For all purposes distress sale, if otherwise applicable; and (v) the average of the three (3) values determined by the three (3) appraisers shall constitute the price at which the Trust must redeem the Voting Securities covered by Executive's written notice within five (5) business days of the completion of this Trust Agreement, unless appraisal process. All costs and expenses associated with any appraisal prepared pursuant to this paragraph (b) shall be borne entirely by the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partTrust.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Sources: Executive Agreement (Federal Realty Investment Trust)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth (5th) Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(viiv) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after July 30, 2012, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 a.m., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Property Trustee or the Optional Redemption PricePaying Agent, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Upon such a partial redemption, the Preferred Securities to be redeemed from each Holder of Preferred Securities shall be selected on a pro rata basis based upon the respective Liquidation Amounts of the Preferred Securities then held by each Holder of the Preferred Securities not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective Liquidation Amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price Security or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Priceportion, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will ceaseafter said date, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date4.2(d); and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.--------------
(ev) If less than all the Outstanding place or places where the Trust Securities are to be redeemed on a Redemption Date, then surrendered for the aggregate Liquidation Amount payment of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by Price; and
(vi) such other method provisions as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partdeems relevant.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Sources: Trust Agreement (First Banks, Inc)
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or Optional after June 30, 2008, in whole or in part, from time to time at a redemption price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed for redemption (the “Indenture Redemption Price”); provided, that the Depositor shall have received the prior approval of the Federal Reserve if then required. The Notes may also be redeemed by the Depositor, at its option, in whole but not in part, upon the occurrence of a Capital Disqualification Event, an Investment Company Event or a Tax Event at the Indenture Redemption Price, as provided, that the case may beDepositor shall have received the prior approval of the Federal Reserve if then required.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption Price, as Trust or by the case may be, shall be made Depositor pursuant to the Holders of Guarantee Agreement, Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected redeemed on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, however, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and legally available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor's option, on or after October 30, 2010, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent legally available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid either by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Upon such a partial redemption, the Preferred Securities to be redeemed from each Holder of Preferred Securities shall be selected on a pro rata basis based upon the respective Liquidation Amounts of the Preferred Securities then held by each Holder of the Preferred Securities not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an optional redemption On each Note Redemption Date and on the stated maturity (as set forth in the Indentureor any date of principal repayment upon early maturity) of Debenturesthe Notes and on each other date on (or in respect of) which any principal on the Notes is repaid, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's ’s address as it appears appearing in the Securities Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or or, if the Optional Redemption PricePrice cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the case may beDepositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Calculation Agent on the fifth Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective amounts) and the aggregate Liquidation Amount Amounts of the amount of and particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiiv) that on the Redemption Date Date, the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security Security, or portion thereof, to be redeemed and that Distributions thereon will cease to accrue accumulate on such Trust Security or such portion, as the case may be, on and after said date; and, except as provided in Section 4.2(d);
(viiiv) the place or places where such the Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, ; and
(vi) such other provisions as the case may beProperty Trustee deems relevant.
(c) The Trust Securities (or portion thereof) redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesNotes. Redemptions of the Trust Securities (or portion thereof) shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price Price. Under the Indenture, the Notes may be redeemed by the Depositor on any Interest Payment Date, at the Depositor’s option, on or after June 30, 2011, in whole or in part, from time to time at the Optional Note Redemption Price. The Notes may also be redeemed by the Depositor, as at its option pursuant to the case may beterms of the Indenture, in whole but not in part, upon the occurrence and during the continuation of an Investment Company Event or a Tax Event, at the Special Note Redemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, thenthen by 10:00 A.M., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and with respect to the extent the Book-Entry Preferred Securities are in book-entry-only formSecurities, irrevocably deposit with the Clearing Agency Depositary for such Book-Entry Preferred Securities, to the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only formextent available therefor, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional and will give such Depositary irrevocable instructions and authority to pay the Redemption Price, as Price to the case may be, on such Holders of the Preferred Securities. With respect to Preferred Securities held in certificated form that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities (or portion thereof) called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders Holders holding Trust Securities (or portion thereof) so called for redemption will cease, except (i) the right of such Securityholders Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Optional Redemption Price, as the case may beDate, but without interest, and (ii) and, in the case of a partial redemption, the right of such Holders to convert receive a new Trust Security or Securities of authorized denominations, in aggregate Liquidation Amount equal to the unredeemed portion of such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; Trust Security or Securities, and such Trust Securities (or portion thereof) called for redemption will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any no interest or other payment shall accrue in respect of any the amounts whose payment is so delayed for the period from and after each such delaydate until the next succeeding Business Day), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment In the event that payment of the Redemption Price in respect of any Trust Securities (or portion thereof) called for redemption is improperly withheld or refused and not paid by the Optional Redemption PriceTrust, as the case may be, shall be made to the Holders of Distributions on such Trust Securities (or portion thereof) will continue to accumulate, as they appear on set forth in Section 4.1, from the Securities Register for Redemption Date originally established by the Trust for such Trust Securities on (or portion thereof) to the relevant record datedate such Redemption Price is actually paid, in which shall case the actual payment date will be the date which is fixed for redemption for purposes of calculating the fifteenth day (whether or not a Business Day) preceding such Redemption DatePrice.
(e) If Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among to the Common Securities and the Preferred Securities that are to be redeemedbased upon the relative aggregate Liquidation Amounts of the Common Securities and the Preferred Securities. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption; provided, that with respect to Holders that would be required to hold less than one hundred (100) but more than zero (0) Trust Securities as a result of such redemption, the Trust shall redeem Trust Securities of each such Holder so that after such redemption such Holder shall hold either one hundred (100) Trust Securities or such Holder no longer holds any Trust Securities, and shall use such method (including, without limitation, by lot or by such other method lot) as the Property Trustee Trust shall deem fair and appropriate appropriate; and which may provide provided, further, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities by such Depositary. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities (or portion thereof) selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities which that has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In The Trust in issuing the event of any redemptionTrust Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust shall not be required Securities in notices of redemption and related materials as a convenience to issueHolders; provided, register that any such notice may state that no representation is made as to the transfer correctness of such numbers either as printed on the Trust Securities or register the exchange as contained in any notice of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date redemption and ending at the close of business on such Redemption Daterelated materials.
Appears in 1 contract
Redemption. (a) Upon an The Securities are not subject to any mandatory sinking fund. The Securities are subject to optional redemption (by the Company in whole at any time, or in part from time to time, upon notice as set forth provided in the Section 1105 of the Indenture) of Debentures, the proceeds from such at a redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount price equal to 100% of the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at plus interest accrued on such Holder's address principal amount through the Redemption Date plus a yield maintenance premium (the "Premium") calculated by the Company with respect to a particular series of Securi ties as it appears in of the Securities Register. All notices of redemption shall stateRedemption Date as follows:
(i1) the average life of the remaining scheduled payments of principal in respect of outstanding Securities of such series (the "Remaining Average Life") shall be calculated as of the Redemption Date;
(ii2) the yield to maturity shall be calculated as of the Business Day immediately preceding the Redemption Price Date for the United States Treasury security having an average life equal to the Remaining Average Life and trading in the secondary market at the price closest to par (the "Primary Issue"); provided, however, that if no United States Treasury security has an average life equal to the Remaining Average Life, the yields (the "Other Yields") for the two maturities of United States Treasury securities having average lives most closely corresponding to such Remaining Average Life and trading in the secondary market at the price closest to par shall be calcu lated, and the yield to maturity for the Primary Issue shall be the yield interpolated or extrapolated from such Other Yields on a straight-line basis, rounding in each of such relevant periods to the Optional Redemption Price, as the case may benearest month;
(iii3) the record date for discounted present value of the determination then remaining scheduled payments of Holders entitled to receive principal and interest (but excluding that portion of any sched uled payment of interest that is actually due and paid on the Redemption Date) in respect of outstanding Securities of such series shall be calculated as of the Redemption Price Date using a discount factor equal to the sum of (a) the yield to maturity for the Primary Issue, plus (b) (i) 25 basis points for the 2003 Notes, (ii) 37.5 basis points for the 2005 Notes, (iii) 37.5 basis points for the 2008 Notes or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) 50 basis points for the CUSIP number;
(v) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said dateBonds; and
(viii4) the place or places where such Trust Securities are to be surrendered for payment amount of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption Premium in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis an amount equal to (based on Liquidation Amountsa) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred discounted present value of such Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds of such redemption will be made determined in accordance with clause (3) above minus (b) the procedures unpaid principal amount of such Securities; provided, however, that the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust Premium shall not be required less than zero. The Trustee may conclusively rely on an Officers' Certificate setting forth the calculation of the Premium, which Officers' Certificate shall be delivered to (i) issue, register the transfer of Trustee on or exchange of any Preferred Security during a period beginning at before the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Redemption. (a) Upon an optional redemption At the Redemption Closing (as defined below), subject to the terms and conditions set forth herein and in consideration of Holder’s right to receive payments of his pro rata portion of the Merger Consideration, as set forth below (the “Redemption Consideration”), the Company hereby redeems from Holder and Holder hereby transfers to the Company free and clear of any Encumbrances (as defined below), the Redeemed Units set forth in the Indenturerecitals which shall automatically be cancelled (the “Redemption”) effective as of the Redemption Closing. Upon consummation of the Redemption, as part of the Redemption Consideration set forth above and on the terms set forth herein, Holder will have the right to receive [ ]% (Holder’s “Pro Rata Percentage”) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities having an aggregate Liquidation Amount equal Merger Consideration payable to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption Company (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal subject to the aggregate principal amount adjustments described herein), which consists of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will be irrevocable) shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears in the Securities Register. All notices of redemption shall state’s Pro Rata Percentage of:
(i) the Redemption DateInitial Parent Shares less the Escrow Shares, with such number of Initial Parent Shares reduced by any Parent Shares delivered to Parent pursuant to Section 2.10 of the Merger Agreement, payable to Holder no later than ten Business Days following the determination of the Final Purchase Price;
(ii) cash paid, if any, to the Redemption Price or Company pursuant to Section 2.10(d) of the Optional Redemption Merger Agreement; payable to Holder no later than ten Business Days following the determination of the Final Purchase Price, as the case may be;
(iii) Cash Merger Consideration, if any, paid to the record date for Company at Closing, payable to Holder no later than ten Business Days following the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d)Closing;
(iv) any Escrow Funds (which may be in the CUSIP numberform of Parent Shares or cash), if and when released to the Company, payable to Holder no later than ten Business Days following receipt by the Company of such Escrow Funds;
(v) the Earnout Amount, if any, paid to the Company, less than all the aggregate percentage of the Outstanding Trust Securities are Earnout Amount, if any, paid by the Company to be redeemedcertain executives, less any amount set off under the identification Indemnification and Contribution Agreement, payable to Holder no later than ten Business Days following the later of (A) the receipt by the Company of such Earnout Amount and (B) the final payment of such aggregate Liquidation Amount percentage amount of the particular Trust Securities Earnout Amount payable to be redeemed;certain Executives, if any; and
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(vii) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(viii) the place or places where such Trust Securities are to be surrendered for payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except thatindemnification payments, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. Payment of the Redemption Price or the Optional Redemption Price, as the case may be, shall be made to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date which is the fifteenth day (whether or not a Business Day) preceding such Redemption Date.
(e) If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar and the Conversion Agent in writing of the Preferred Securities selected for redemption andany, in the case form of any Preferred Securities selected for partial redemptionadditional Parent Shares or additional Cash Merger Consideration paid to the Company pursuant to Section 8 of the Merger Agreement, the Liquidation Amount thereof payable to be redeemed; it being understood that, in the case of Preferred Securities registered in the name of and held of record Holder no later than ten Business Days following receipt by the Clearing Agency (or any successor) or any nominee, the distribution of the proceeds Company of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, register the transfer of or exchange of any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of Preferred Securities and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders of Preferred Securities to be so redeemed or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in partindemnification payments.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
Appears in 1 contract
Sources: Preferred Unit Redemption and Cancellation Agreement (Universal American Corp.)
Redemption. (a) Upon an optional redemption (as set forth in On each Debenture Redemption Date and on the Indenture) Maturity Date of the Subordinated Debentures, the proceeds from such redemption shall Trust will be applied required to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, including pursuant to Section 4.4, at the Optional Redemption Price, and upon a mandatory redemption (as set forth in the Indenture) of Debentures, the proceeds from such redemption shall be applied to redeem Trust Securities, having an aggregate Liquidation Amount equal to the aggregate principal amount of the Debentures so redeemed by the Depositor, at the Redemption Price. The Trust may not redeem fewer than all the Outstanding Trust Securities unless all accrued and unpaid Distributions have been paid on all Trust Securities for all quarterly Distribution periods terminating on or prior to the date of redemption.
(b) Notice of redemption (which notice will shall be irrevocable) prepared by or on behalf of the Administrative Trustees and delivered to the Property Trustee, and shall then be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to the Depositor and each Holder of Trust Securities to be redeemed, at such Holder's address as it appears appearing in the Securities Register. The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in such notice. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price or the Optional Redemption Price, or if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price provided pursuant to the Indenture together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and, if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date, or as soon as practicable thereafter, that notice of such actual Redemption Price is received pursuant to the case may beIndenture);
(iii) the record date for the determination of Holders entitled to receive payment of the Redemption Price or Optional Redemption Price, as the case may be, as provided in Section 4.2(d);
(iv) the CUSIP number;
(viv) if less than all of the Outstanding Trust Securities are to be redeemed, the identification and the aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(vi) the Conversion Price and that a Holder of Preferred Securities who desires to convert such Preferred Securities called for redemption must satisfy the requirements for conversion contained in Section 4.3 below;
(viiv) that on the Redemption Date the Redemption Price or the Optional Redemption Price, as the case may be, will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.02(d) below; and
(viiivi) the place or places where such Trust Securities are to be surrendered for the payment of the Redemption Price or the Optional Redemption Price, as the case may be.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price or the Optional Redemption Price, as the case may be, with the proceeds from the contemporaneous redemption of Subordinated Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price or the Optional Redemption Price, as the case may be, shall be payable on each Redemption Date only to the extent that the Trust has funds then on hand actually received by the Property Trustee and immediately available in the Payment Account for the payment of such Redemption Price or Optional Redemption Price, as the case may be.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, noon New York City time, on the Redemption Date, subject to Section 4.2(c4.02(c), the Property Trustee will, so long as and to the extent the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption PricePrice and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Owners thereof. If and to the extent the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c4.02(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price or Optional Redemption Price, as the case may be, on such Preferred Securities held in certificated definitive form and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price or the Optional Redemption Price, as the case may be, to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then, then upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except (i) the right of such Securityholders to receive the Redemption Price or the Optional Price, but without interest on such Redemption Price, as the case may be, but without interest, and (ii) the right to convert such Preferred Securities into Common Stock in the manner provided in Section 4.3 through the close of business on the Redemption Date; and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Price or the Optional Redemption Price, as the case may be, is payable is not a Business Day, then payment of the Redemption Price or the Optional Redemption Price, as the case may be, payable on such date will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is falls in the next succeeding calendar year, such payment shall will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Depositor pursuant to the Guarantee, Distributions on such Trust Securities will continue to accumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price.
(e) Payment of the Redemption Price or on the Optional Redemption Price, as the case may be, Trust Securities shall be made to the record Holders of such Trust Securities thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date which is fifteen days prior to the fifteenth day (whether or not a Business Day) preceding such relevant Redemption Date.
(ef) If Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Preferred Securities that are to be redeemed. The particular Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by lot or such method (including, without limitation, by such other method lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiple of $25 in excess thereof) of the Liquidation Amount of the Preferred SecuritiesSecurities of a denomination larger than $25. The Property Trustee shall promptly notify the Securities Registrar and (unless the Conversion Agent Property Trustee is then serving as Securities Registrar) in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed; , it being understood that, in the case of Preferred Securities registered in the name of and held of record by the Clearing Agency (or any successor) or any its nominee, the distribution of the proceeds of such redemption will be made in accordance with the procedures of the Clearing Agency or its nominee. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Securities which has been or is to be redeemed. In the event of any redemption in part, the Trust shall not be required to (i) issue, or register the transfer of or exchange of of, any Preferred Security during a period beginning at the opening of business 15 days before any selection for redemption of the Preferred Securities to be redeemed and ending at the close of business on the earliest date in which the relevant notice of redemption is deemed to have been given to all Holders holders of Preferred Securities to be so redeemed pursuant to Section 10.8 or (ii) register the transfer of or exchange of any Preferred Securities so selected for redemption, in whole or in part, except for the unredeemed portion of any Preferred Securities being redeemed in part.
(f) In the event of any redemption, the Trust shall not be required to issue, register the transfer of or register the exchange of any Preferred Security during a period beginning at the opening of business 15 days before any Redemption Date and ending at the close of business on such Redemption Date.
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