Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.
Appears in 3 contracts
Sources: Ninth Supplemental Indenture (Kraft Heinz Co), Eighth Supplemental Indenture (Kraft Heinz Co), Seventh Supplemental Indenture (Kraft Heinz Co)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the Notes of such series for redemption (a) or purchase as follows: if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed as certified to the Trustee by the Company, and in compliance with the requirements of DTC or, if the Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no Note in any unauthorized denomination remains outstanding after such redemption. No Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least ten (10) but not more than sixty (60) days before the redemption date to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 sixty (60) days prior to the a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect Indenture As long as the Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On Subject to Section 3.05 of the Indenture, on and after the redemption date, interest shall cease and Additional Interest, if any, ceases to accrue on Notes or portions of them Notes called for redemption.
Appears in 2 contracts
Sources: Indenture (Geo Group Inc), Indenture (Geo Group Inc)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the Notes of such series for redemption (a) or purchase as follows: if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed as certified to the Trustee by the Company, and in compliance with the requirements of DTC or, if the Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no Note in any unauthorized denomination remains outstanding after such redemption. No Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 days prior to the a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect Indenture As long as the Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On Subject to Section 3.05 of the Indenture, on and after the redemption date, interest shall cease interest, if any, ceases to accrue on Notes or portions of them Notes called for redemption.
Appears in 2 contracts
Sources: Indenture (Geo Group Inc), Indenture (Geo Group Inc)
Selection and Notice of Redemption. Notice In the case of any redemption of any series of Notes in connection with a corporate transaction (including an equity offeringpartial redemption, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion selection of the related transaction. If such Securities for redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may will be rescinded in the event that any or all such conditions shall not have been satisfied made by the redemption date. In addition, Trustee in compliance with the Company may provide in such notice that payment requirements of the redemption price and performance of the Company’s obligations with respect to principal national securities exchange, if any, on which such redemption may be performed by another Person. If less than all of the Notes of Securities are listed, or if such Securities are not then listed on a series are to be redeemed at any timenational securities exchange, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) basis, by lot or by such other similar method as the Trustee in accordance its sole discretion shall deem to be fair and appropriate; provided, however, that if a partial redemption is made with the procedures proceeds of a Public Equity Offering, selection of the Depositary if Securities or portion thereof for redemption shall be made by the Notes are represented by global certificatesTrustee only on a pro rata basis, unless such method is otherwise prohibited. Notes of $2,000 or less will Securities may be redeemed in whole and not part in partmultiples of $1,000 principal amount only. Notices Notice of redemption will be mailed sent, by first-first class mail to each Holder of Notes to be redeemed at its registered addressmail, or delivered electronicallypostage prepaid, at least 30 but not more than 60 days before (unless a shorter period is acceptable to the redemption date, except that redemption notices may be mailed more than 60 days Trustee) prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected fixed for redemption will not impair or affect to each holder whose Securities are to be redeemed at the validity of last address for such holder then shown on the redemption of any other Note redeemed in accordance with provisions of the Indentureregistry books. If any Note Security is to be redeemed in part only, the notice of redemption that relates to that Note will such Security shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note Security in a principal amount equal to the unredeemed portion of the original Note thereof will be issued in the name of the Holder holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionSecurity. On and after the any redemption date, interest shall will cease to accrue on Notes the Securities or portions of them part thereof called for redemptionredemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the redemption price pursuant to the Indenture.
Appears in 2 contracts
Sources: Indenture (Atlas Air Inc), Indenture (Atlas Air Inc)
Selection and Notice of Redemption. Notes in denominations larger than $2,000 may be redeemed in part; provided that Notes shall be redeemed only in integral multiples of $1,000 unless all Notes held by a Holder are to be redeemed. Notice of any redemption of any series of shall be delivered electronically or mailed by first class mail at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a corporate transaction (including an equity offering, an incurrence defeasance of indebtedness the Notes or a change satisfaction and discharge of control) maythe Indenture. In connection with any redemption of Notes, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, including, but not limited to, completion of the related transaction. If if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such notice shall describe each state that, in the Company’s discretion, the redemption date may be delayed until such condition time as any or all of such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption dateRedemption Date, or by the Redemption Date so delayed. In additionIf any such condition precedent has not been satisfied, the Company may shall provide in such written notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select prior to the Notes close of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 business two business days prior to the redemption date if Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice, the notice is issued in connection with a defeasance of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or a satisfaction and discharge of delayed as provided in such notice. Upon receipt, the Indenture. Any inadvertent defect Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenturewas given. If any Note is to be redeemed in part only, the notice of redemption that relates to that such Note will shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionredemption subject to the satisfaction of any conditions precedent. On and after the redemption dateRedemption Date, interest interest, if any, shall cease to accrue on Notes or portions of them thereof called for redemption, unless the Co-Issuers default in the payment of the Redemption Price or any conditions precedent are not satisfied.
Appears in 2 contracts
Sources: Supplemental Indenture (Navios Maritime Holdings Inc.), Indenture (Navios Maritime Holdings Inc.)
Selection and Notice of Redemption. Notes in denominations larger than $25 may be redeemed in part; provided that Notes shall be redeemed only in integral multiples of $25 unless all Notes held by a Holder are to be redeemed. Notice of any redemption of any series of shall be delivered electronically or mailed by first class mail at least 15 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a corporate transaction (including an equity offering, an incurrence defeasance of indebtedness the Notes or a change satisfaction and discharge of control) the Indenture. In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the CompanyIssuer’s discretion, be subject to one or more conditions precedent. In addition, including, but not limited to, completion of the related transaction. If if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such notice shall describe each state that, in the Issuer’s discretion, the redemption date may be delayed until such condition time as any or all of such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption dateRedemption Date, or by the Redemption Date so delayed. In additionIf any such condition precedent has not been satisfied, the Company may Issuer shall provide in such written notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select prior to the Notes close of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 business two business days prior to the redemption date if Redemption Date. Upon receipt of such notice, the notice is issued in connection with a defeasance of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or a satisfaction and discharge of delayed as provided in such notice. Upon receipt, the Indenture. Any inadvertent defect Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenturewas given. If any Note is to be redeemed in part only, the notice of redemption that relates to that such Note will shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionredemption subject to the satisfaction of any conditions precedent. On and after the redemption dateRedemption Date, interest interest, if any, shall cease to accrue on Notes or portions of them thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price or any conditions precedent are not satisfied.
Appears in 2 contracts
Sources: Indenture (Navios Maritime Holdings Inc.), Indenture (Navios Maritime Holdings Inc.)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the Notes of such series for redemption (a) or purchase as follows: if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed as certified to the Trustee by the Company, and in compliance with the requirements of DTC or, if the Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no Note in any unauthorized denomination remains outstanding after such redemption. No Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least ten (10) but not more than sixty (60) days before the redemption date to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 sixty (60) days prior to the a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect Indenture As long as the Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On Subject to Section 3.05 of the Indenture, on and after the redemption date, date and interest shall cease ceases to accrue on Notes or portions of them Notes called for redemption.
Appears in 2 contracts
Sources: Indenture (Geo Group Inc), Indenture (Geo Group Inc)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an any equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Kraft Heinz Co), Third Supplemental Indenture (Kraft Heinz Co)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the New Second Lien Convertible Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Convertible Second Lien Trustee will shall select the New Second Lien Convertible Notes of such series for redemption (a) or purchase as follows: if the New Second Lien Convertible Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the New Second Lien Convertible Notes are listed as certified to the Convertible Second Lien Trustee by the Company, and in compliance with the requirements of DTC or, if the New Second Lien Convertible Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Convertible Second Lien Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no New Second Lien Convertible Note in any unauthorized denomination remains outstanding after such redemption. No New Second Lien Convertible Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least forty-five (45) but not more than sixty-five (65) days before the redemption date to each Holder of New Second Lien Convertible Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 sixty-five (65) days prior to the a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Convertible Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect Second Lien Indenture As long as the New Second Lien Convertible Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any New Second Lien Convertible Note is to be redeemed in part only, the notice of redemption that relates to that New Second Lien Convertible Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new New Second Lien Convertible Note in a principal amount equal to the unredeemed portion of the original New Second Lien Convertible Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original New Second Lien Convertible Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), New Second Lien Convertible Notes called for redemption shall become due on the date fixed for redemption. On Subject to Section 3.05 of the Second Lien Indenture, on and after the redemption date, interest shall cease interest, if any, ceases to accrue on New Second Lien Convertible Notes or portions of them New Second Lien Convertible Notes called for redemption.
Appears in 1 contract
Sources: Second Lien Indenture (Bed Bath & Beyond Canada L.P.)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the New Second Lien Non-Convertible Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Non-Convertible Second Lien Trustee will shall select the New Second Lien Non-Convertible Notes of such series for redemption (a) or purchase as follows: if the New Second Lien Non-Convertible Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the New Second Lien Non-Convertible Notes are listed as certified to the Non-Convertible Second Lien Trustee by the Company, and in compliance with the requirements of DTC or, if the New Second Lien Non-Convertible Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Non-Convertible Second Lien Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no New Second Lien Non-Convertible Note in any unauthorized denomination remains outstanding after such redemption or repurchase. No New Second Lien Non-Convertible Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least ten (10) but not more than sixty (60) days before the redemption date to each Holder of New Second Lien Non-Convertible Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 sixty (60) days prior to the a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Non-Convertible Notes or a satisfaction and discharge of the Second Lien Indenture. Any inadvertent defect As long as the New Second Lien Non-Convertible Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any New Second Lien Non-Convertible Note is to be redeemed in part only, the notice of redemption that relates to that New Second Lien Non-Convertible Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new New Second Lien Non-Convertible Note in a principal amount equal to the unredeemed portion of the original New Second Lien Non-Convertible Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.New Second Lien Non-
Appears in 1 contract
Sources: Second Lien Indenture (Bed Bath & Beyond Canada L.P.)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the Notes to be redeemed or purchased among the Holders in compliance with the requirements of such series for redemption (a) the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) basis, by lot or such other similar method in accordance with any other method the procedures of Trustee shall deem fair and appropriate. At least 30 days but not more than 60 days before a redemption date, the Depositary if the Notes are represented Company shall mail or cause to be mailed, by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices first class mail, a notice of redemption will be mailed by first-class mail to each Holder of whose Notes are to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before . The notice shall identify the Notes to be redeemed and shall state:(i) the redemption date, except that redemption notices may be mailed more than 60 days prior to ; (ii) the redemption date price; (iii) if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be being redeemed in part onlypart, the notice of redemption that relates to that Note will state the portion of the principal amount thereof of such Note to be redeemed. The Company will issue redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancelation cancellation of the original Note. In ; (iv) the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms name and address of the applicable redemption notice Paying Agent; (including any conditions contained therein), v) that Notes called for redemption shall must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption. On ; (vi) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date, interest shall cease ; (vii) the paragraph of the Notes and/or Section of the Indenture pursuant to accrue on which the Notes or portions of them called for redemption.redemption are being redeemed; and
Appears in 1 contract
Sources: Indenture (Rayovac Corp)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in In the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series Securities are to be redeemed at any time, selection of such Securities for redemption will be made by the Trustee will select in compliance with the Notes requirements of the principal national securities exchange, if any, on which such series for redemption (a) Securities are listed or, if such Securities are not then listed on a national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method as the Trustee in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes its sole discretion shall deem fair and appropriate; provided, however, that no Securities in [principal amount]* [Accreted Value]** of $2,000 1,000 or less will shall be redeemed in whole and not in part; provided, further, that if a partial redemption is made with the proceeds of a Qualified Equity Offering, selection of the Securities or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. Notices Notice of redemption will shall be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may date to each Holder of Securities to be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indentureat its registered address. If any Note Security is to be redeemed in part only, the notice of redemption that relates to that Note will such Security shall state the portion of the [principal amount amount]* [Accreted Value]** thereof to be redeemed. The Company will issue a A new Note Security in a [principal amount amount]* [Accreted Value]** equal to the unredeemed portion of the original Note thereof will be issued in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionSecurity. On and after the redemption date, interest shall will cease to accrue on Notes Securities or portions of them thereof called for redemptionredemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.
Appears in 1 contract
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior Base Indenture shall apply to the completion thereof Notes. Solely for purposes of the Notes, the first paragraph of Section 11.3 of the Base Indenture is hereby replaced in its entirety as follows: “If less than all the Notes are to be redeemed, and any the Notes are global Notes, they will be selected for redemption in accordance with Applicable Procedures. If the Notes are not global Notes, the particular Notes to be redeemed shall be selected by the Trustee on a pro rata basis, by lot, or by such other method as the Trustee shall deem fair and appropriate.” Any redemption or notice may, at the CompanyIssuer’s discretionoption, be subject to the satisfaction of one or more conditions precedent. In addition, including, but not limited to, completion of the related transaction. If if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such the applicable notice shall describe each state that, in the Issuer’s discretion, the Redemption Date may be delayed until such condition time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. The Issuer will provide written notice to the trustee prior to the close of business two Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the trustee) if any such redemption datehas been rescinded or delayed, and upon receipt the trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. In addition, the Company The Issuer may provide in such any notice that payment of the redemption price Redemption Price and accrued and unpaid interest, if any, and the performance of the CompanyIssuer’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.
Appears in 1 contract
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee Paying Agent will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary Euroclear and Clearstream if the Notes are represented by global certificates. Notes of $2,000 €100,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption. If the Company effects an optional redemption of Notes, it will, for so long as the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, inform the Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding immediately after such redemption. For Notes that are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear and Clearstream, as applicable, for communication to entitled account holders in substitution of any mailing. So long as any Notes are listed on the Irish Stock Exchange or any other securities exchange and admitted for trading on the Global Exchange Market of the Irish Stock Exchange, and to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will provide a copy of all notices to the Irish Stock Exchange or such other securities exchange, as applicable, and will publish such notices in a newspaper having general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange (▇▇▇.▇▇▇.▇▇) or through other methods permitted by such rules.
Appears in 1 contract
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the Notes to be redeemed or purchased among the Holders in compliance with the requirements of such series for redemption (a) the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) basis, by lot or such other similar method in accordance with any other method the procedures of Trustee shall deem fair and appropriate. At least 30 days but not more than 60 days before a redemption date, the Depositary if the Notes are represented Company shall mail or cause to be mailed, by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices first class mail, a notice of redemption will be mailed by first-class mail to each Holder of whose Notes are to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before . The notice shall identify the Notes to be redeemed and shall state: (i) the redemption date, except that redemption notices may be mailed more than 60 days prior to ; (ii) the redemption date price; (iii) if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be being redeemed in part onlypart, the notice of redemption that relates to that Note will state the portion of the principal amount thereof of such Note to be redeemed. The Company will issue redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancelation cancellation of the original Note. In ; (iv) the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms name and address of the applicable redemption notice Paying Agent; (including any conditions contained therein), v) that Notes called for redemption shall must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption. On ; (vi) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date, interest shall cease ; (vii) the paragraph of the Notes and/or Section of the Indenture pursuant to accrue on which the Notes or portions of them called for redemptionredemption are being redeemed; and (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.
Appears in 1 contract
Sources: Indenture (Spectrum Brands, Inc.)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offeringoffering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificatescertificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-first- class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.
Appears in 1 contract
Sources: Eighth Supplemental Indenture
Selection and Notice of Redemption. Notes in denominations larger than $2,000 may be redeemed in part; provided that Notes shall be redeemed only in integral multiples of $1,000 unless all Notes held by a Holder are to be redeemed. Notice of any redemption shall be delivered electronically or mailed by first class mail at least 10 days (or the shortest time permitted by DTC in excess of any series of 10 days, if applicable) but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a corporate transaction (including an equity offering, an incurrence defeasance of indebtedness the Notes or a change satisfaction and discharge of control) maythe Indenture. In connection with any redemption of Notes, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, including, but not limited to, completion of the related transaction. If if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such notice shall describe each state that, in the Company’s discretion, the redemption date may be delayed until such condition time as any or all of such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption dateRedemption Date, or by the Redemption Date so delayed. In additionIf any such condition precedent has not been satisfied, the Company may shall provide in such written notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select prior to the Notes close of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 business two business days prior to the redemption date if Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice, the notice is issued in connection with a defeasance of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or a satisfaction and discharge of delayed as provided in such notice. Upon receipt, the Indenture. Any inadvertent defect Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenturewas given. If any Note is to be redeemed in part only, the notice of redemption that relates to that such Note will shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionredemption subject to the satisfaction of any conditions precedent. On and after the redemption dateRedemption Date, interest interest, if any, shall cease to accrue on Notes or portions of them thereof called for redemption, unless the Co-Issuers default in the payment of the Redemption Price or any conditions precedent are not satisfied.
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Navios Maritime Holdings Inc.)
Selection and Notice of Redemption. Notes in denominations larger than $2,000 may be redeemed in part; provided that Notes shall be redeemed only in integral multiples of $1,000 unless all Notes held by a Holder are to be redeemed. Notice of any redemption of any series of shall be delivered electronically or mailed by first class mail at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a corporate transaction defeasance of the Notes or a satisfaction and discharge of the Indenture. In connection with any redemption of Notes (including a redemption with funds in an equity offeringamount not exceeding the net cash proceeds of one or more Equity Offerings), an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, including the completion of the related transactionsuch Equity Offering. If In addition, if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such notice shall describe each state that, in the Company’s discretion, the redemption date may be delayed until such condition time as any or all of such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered addressRedemption Date, or delivered electronically, at least 30 but not more than 60 days before by the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the IndentureRedemption Date so delayed. If any Note is to be redeemed in part only, the notice of redemption that relates to that such Note will shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption dateRedemption Date, interest shall cease interest, if any, ceases to accrue on Notes or portions of them thereof called for redemption, unless the Co-Issuers default in the payment of the Redemption Price.
Appears in 1 contract
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in In the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series Securities are to be redeemed at any time, selection of such Securities for redemption will be made by the Trustee will select in compliance with the Notes requirements of the principal national securities exchange, if any, on which such series for redemption (a) Securities are listed or, if such Securities are not then listed on a national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method as the Trustee in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes its sole discretion shall deem fair and appropriate; provided, however, that no Securities in [principal amount]* [Accreted Value]** of $2,000 1,000 or less will shall be redeemed in whole and not in part; provided, further, that if a partial redemption is made with the proceeds of a Qualified Equity Offering, selection of the Securities or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. Notices Notice of redemption will shall be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may date to each Holder of Securities to be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indentureat its registered address. If any Note Security is to be redeemed in part only, the notice of redemption that relates to that Note will such Security shall state the portion of the [principal amount amount]* [Accreted Value]** thereof to be redeemed. The Company will issue a A new Note Security in a [principal amount amount]* [Accreted Value]** equal to the unredeemed portion of the original Note thereof will be issued in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionSecurity. On and after the redemption date, interest shall will cease to accrue on Notes Securities or portions of them thereof called for redemption.redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. ----------------------- * Insert for Senior Note. ** Insert for Senior Discount Note. Exh. B-5 105
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Selection and Notice of Redemption. (a) Notice of any redemption will be sent at least 10 but not more than 45 days before the Redemption Date to each Holder of any series record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the Redemption Date, the Redemption Price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in connection with a corporate transaction (including an equity offeringthe payment of the Redemption Price, an incurrence of indebtedness or a change of control) may, interest will cease to accrue on any Notes that have been called for redemption at the Company’s discretionRedemption Date. If fewer than all of the Notes are to be redeemed at any time, be given not more than 45 days prior to the completion Redemption Date, the particular Notes or portions thereof and for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of the Depositary. The Trustee shall have no obligation to calculate any such Redemption Price or premium.
(b) Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the related transaction. If Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption dateRedemption Date, or by the Redemption Date as so delayed. In additionThe Company will provide written notice to the Trustee prior to the close of business two business days prior to the Redemption Date or such shorter time as may be acceptable to the Trustee, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to if any such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any timehas been rescinded or delayed, and upon receipt the Trustee will select the Notes of provide such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail notice to each Holder of the Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed same manner in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, which the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemptionwas given.
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Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior Base Indenture shall apply to the completion thereof Notes. Solely for purposes of the Notes, the first paragraph of Section 11.3 of the Base Indenture is hereby replaced in its entirety as follows: “Unless the Issuer defaults in the payment of the Redemption Price, interest will cease to accrue on any Notes called for redemption on the applicable redemption date. At or before 10:00 a.m. (London time) on the redemption date, the Issuer will deposit with the Paying Agent money sufficient to pay the Redemption Price of and any accrued interest on the Notes to be redeemed on such date. If less than all the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of Euroclear or Clearstream, as applicable. If the Notes to be redeemed are not global Notes then held by the common depositary on behalf of Euroclear and Clearstream, the particular Notes to be redeemed shall be selected by the Trustee on a pro rata basis, by lot, or by such other method as the Trustee shall deem fair and appropriate.” Any redemption or notice may, at the CompanyIssuer’s discretionoption, be subject to the satisfaction of one or more conditions precedent. In addition, including, but not limited to, completion of the related transaction. If if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such the applicable notice shall describe each state that, in the Issuer’s discretion, the Redemption Date may be delayed until such condition time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. The Issuer will provide written notice to the common depositary on behalf of Euroclear and Clearstream prior to the close of business two Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee) if any such redemption datehas been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. In addition, the Company The Issuer may provide in such any notice that payment of the redemption price Redemption Price and accrued and unpaid interest, if any, and the performance of the CompanyIssuer’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.
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Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the New Third Lien Secured Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Third Lien Trustee will shall select the New Third Lien Secured Notes of such series for redemption (a) or purchase as follows: if the New Third Lien Secured Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the New Third Lien Secured Notes are listed as certified to the Third Lien Trustee by the Company, and in compliance with the requirements of DTC or, if the New Third Lien Secured Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Third Lien Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no New Third Lien Secured Note in any unauthorized denomination remains outstanding after such redemption. No New Third Lien Secured Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least forty-five (45) but not more than sixty-five (65) days before the redemption date to each Holder of New Third Lien Secured Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 sixty-five (65) days prior to the a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect Third Lien Indenture As long as the New Third Lien Secured Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any New Third Lien Secured Note is to be redeemed in part only, the notice of redemption that relates to that New Third Lien Secured Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new New Third Lien Secured Note in a principal amount equal to the unredeemed portion of the original New Third Lien Secured Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original New Third Lien Secured Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), New Third Lien Secured Notes called for redemption shall become due on the date fixed for redemption. On Subject to Section 3.05 of the Third Lien Indenture, on and after the redemption date, interest shall cease interest, if any, ceases to accrue on New Third Lien Secured Notes or portions of them New Third Lien Secured Notes called for redemption.
Appears in 1 contract
Sources: Third Lien Indenture (Bed Bath & Beyond Canada L.P.)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of controla) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any timepursuant to Section 5.1, the Trustee will select Notes for redemption in compliance with the requirements of the principal national securities exchange on which the Notes of are listed, or if such series for redemption (a) notes are not then listed on a national securities exchange, on a pro rata basis (basis, by lot or by such method as nearly as practicable) the Trustee shall deem fair and appropriate, except if otherwise required by law. In the event of redemption by lot, the particular Notes to be redeemed will be selected, unless otherwise provided herein, not less than 15 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption. The Trustee will promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in amounts of $1,000 or integral multiples of $1,000; except that if all of the Notes of a Holder are represented to be redeemed, the entire outstanding amount of Notes held by physical certificates or such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.
(b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices Notice of redemption will be mailed sent by first-the Company or by the Trustee at the Company's request by first class mail mail, electronically or by other means approved by the Trustee not less than 15 nor more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before . Such notice shall specify the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of fixed for redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof of the Note to be redeemed. The Company will issue Subject to Section 5.5, a new Note in a principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the note upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption dateRedemption Date, interest shall will cease to accrue on Notes or portions of them thereof called for redemptionredemption so long as the Company has deposited with the Paying Agent for the Notes, if other than the Company or a Subsidiary thereof, funds in satisfaction of the redemption price (including accrued and unpaid interest, if any, on the Notes to be redeemed) pursuant to this Indenture.
Appears in 1 contract
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of controla) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in In the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Senior Notes of a series are to be redeemed at any timetime pursuant to this Article III, selection of the Senior Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Senior Notes are listed as certified to the Trustee by the Issuer, or, if Senior Notes are not then listed on a national securities exchange, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or by such other similar method in accordance with as may be required by the procedures Depositary’s procedures; provided, however, that no Senior Notes of the Depositary if the Notes are represented by global certificates. Notes a principal amount of $2,000 or less will shall be redeemed in whole and not in part. Notices .
(b) Notice of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or electronically delivered electronically, (or otherwise transmitted in accordance with the Depositary’s procedures) at least 30 but not more than 60 days before the date of redemption dateto each Holder of Senior Notes to be redeemed at its registered address, except with a copy to the Trustee, provided that redemption notices may be delivered electronically or mailed more than 60 days prior to the redemption date a Redemption Date if the notice is issued in connection with a defeasance of the Senior Notes or a satisfaction and discharge of the this Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. .
(c) If any Senior Note is to be redeemed in part only, the notice of redemption that relates to that Senior Note will state the portion of the principal amount thereof of the Senior Note to be redeemed. The Company will issue a A new Senior Note in a principal amount equal to the unredeemed portion of the original Senior Note will be issued in the name of the Holder of the Senior Note upon cancelation surrender for cancellation of the original Senior Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption dateRedemption Date, interest shall will cease to accrue on Senior Notes or portions of them thereof called for redemption so long as the Issuer has deposited with the Paying Agent for the Senior Notes sufficient funds in satisfaction of the applicable redemption price (including accrued and unpaid interest on the Senior Notes to be redeemed) pursuant to this Supplemental Indenture. For so long as the Senior Notes are in global form, the redemption of the Senior Notes shall be done in accordance with the rules and procedures of the Depositary that apply to such redemption.
Appears in 1 contract
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee Paying Agent will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary Euroclear and Clearstream if the Notes are represented by global certificates. Notes of $2,000 €100,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption. If the Company effects an optional redemption of a series of Notes, it will, for so long as the Notes of such series are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, inform the Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes of such series that will remain outstanding immediately after such redemption. For Notes that are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear and Clearstream, as applicable, for communication to entitled account holders in substitution of any mailing. So long as any Notes are listed on the Irish Stock Exchange or any other securities exchange and admitted for trading on the Global Exchange Market of the Irish Stock Exchange, and to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will provide a copy of all notices to the Irish Stock Exchange or such other securities exchange, as applicable, and will publish such notices in a newspaper having general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange (▇▇▇.▇▇▇.▇▇) or through other methods permitted by such rules.
Appears in 1 contract
Selection and Notice of Redemption. (a) Notice of any redemption of any series the Notes will be mailed or electronically delivered (or otherwise transmitted in accordance with the applicable procedures of Euroclear and Clearstream, as applicable) to each Holder of Notes to be redeemed at least 10 days but not more than 60 days prior to the date fixed for redemption. At the Company’s option, a notice of redemption may be conditioned on the satisfaction of one or more conditions. If so conditioned, such a notice of redemption shall state that, in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, the redemption date may be given prior to delayed until such time as any or all of such conditions shall be satisfied (or waived by the completion thereof and any Company, in its discretion), or such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but may not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition occur and such notice may be rescinded in the event that any or all of such conditions shall have not have been satisfied (or waived by the Company, in its discretion) by the redemption date. In addition, the Company may provide in such notice that payment of or the redemption price and performance date so delayed.
(b) In the case of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all a partial redemption, selection of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a will be made pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) rata, by lot or by such other similar method as the Trustee in accordance with the procedures of the Depositary if the Notes are represented by global certificatesits sole discretion deems appropriate and fair. No Notes of $2,000 a principal amount of €100,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that the Note will state the portion of the principal amount thereof and the CUSIP or ISIN number, as applicable, of the Note to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancelation surrender for cancellation of the original Note. In For so long as the case Notes are held by Euroclear or Clearstream (or another depositary), the redemption of a global note, an appropriate notation will the Notes shall be made on such Note to decrease done in accordance with the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms policies and procedures of the applicable depositary.
(c) Unless the Company defaults in payment of the redemption notice (including any conditions contained therein)price, Notes called for redemption shall become due on and after the date fixed for redemption. On and after the redemption date, interest shall will cease to accrue on the Notes or portions of them thereof called for redemption.
Appears in 1 contract
Sources: Thirteenth Supplemental Indenture (Kraft Heinz Foods Co)
Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee Paying Agent will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary Euroclear and Clearstream if the Notes are represented by global certificates. Notes of $2,000 £100,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption. If the Company effects an optional redemption of Notes, it will, for so long as the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, inform the Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding immediately after such redemption. For Notes that are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear and Clearstream, as applicable, for communication to entitled account holders in substitution of any mailing. So long as any Notes are listed on the Irish Stock Exchange or any other securities exchange and admitted for trading on the Global Exchange Market of the Irish Stock Exchange, and to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will provide a copy of all notices to the Irish Stock Exchange or such other securities exchange, as applicable, and will publish such notices in a newspaper having general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange (▇▇▇.▇▇▇.▇▇) or through other methods permitted by such rules.
Appears in 1 contract
Selection and Notice of Redemption. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the procedures of any series the Depositary) to each Holder of Notes to be redeemed at least 10 days but not more than 60 days prior to the date fixed for redemption. At the Company’s option, a notice of redemption may be conditioned on the satisfaction of one or more conditions. If so conditioned, such a notice of redemption shall state that, in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, the redemption date may be given prior to delayed until such time as any or all of such conditions shall be satisfied (or waived by the completion thereof and any Company, in its discretion), or such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but may not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition occur and such notice may be rescinded in the event that any or all of such conditions shall have not have been satisfied (or waived by the Company, in its discretion) by the redemption date, or the redemption date so delayed. In addition, the Company may provide in such notice that payment case of the a partial redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any timeof Notes, the Trustee will select selection of the Notes of such series for redemption (a) on a will be made pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) rata, by lot or by such other similar method as the Trustee in accordance with the procedures its sole discretion deems appropriate and fair. No Notes of the Depositary if the Notes are represented by global certificates. Notes a principal amount of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that the Note will state the portion of the principal amount thereof and CUSIP or ISIN number, as applicable, of the Note to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancelation surrender for cancellation of the original Note. In For so long as the case of a global noteNotes are held by the Depositary (or another depositary), an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms redemption of the applicable Notes shall be done in accordance with the policies and procedures of the depositary. Unless the Company defaults in payment of the redemption notice (including any conditions contained therein)price, Notes called for redemption shall become due on and after the date fixed for redemption. On and after the redemption date, interest shall will cease to accrue on the Notes or portions of them thereof called for redemption.
Appears in 1 contract
Sources: Twelfth Supplemental Indenture (Kraft Heinz Foods Co)
Selection and Notice of Redemption. (a) Notice of any redemption will be sent at least 15 but not more than 60 days before the Redemption Date to each Holder of any series record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the Redemption Date, the Redemption Price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in connection with a corporate transaction (including an equity offeringthe payment of the Redemption Price, an incurrence of indebtedness or a change of control) may, interest will cease to accrue on any Notes that have been called for redemption at the Company’s discretionRedemption Date. If fewer than all of the Notes are to be redeemed at any time, be given not more than 45 days prior to the completion Redemption Date, the particular Notes or portions thereof and for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of the Depositary. The Trustee shall have no obligation to calculate any such Redemption Price or premium.
(b) Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the related transaction. If Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption dateRedemption Date, or by the Redemption Date as so delayed. In additionThe Company shall provide written notice to the Trustee prior to the close of business two business days prior to the Redemption Date or such shorter time as may be acceptable to the Trustee, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to if any such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any timehas been rescinded or delayed, and upon receipt the Trustee will select the Notes of provide such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail notice to each Holder of the Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed same manner in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, which the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemptionwas given.
Appears in 1 contract
Selection and Notice of Redemption. Notes in denominations larger than $2,000 may be redeemed in part; provided that Notes shall be redeemed only in integral multiples of $1,000 unless all Notes held by a Holder are to be redeemed. Notice of any redemption shall be delivered electronically or mailed by first class mail at least 3010 days (or the shortest time permitted by DTC in excess of any series of 10 days, if applicable) but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a corporate transaction (including an equity offering, an incurrence defeasance of indebtedness the Notes or a change satisfaction and discharge of control) maythe Indenture. In connection with any redemption of Notes, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, including, but not limited to, completion of the related transaction. If if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such notice shall describe each state that, in the Company’s discretion, the redemption date may be delayed until such condition time as any or all of such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption dateRedemption Date, or by the Redemption Date so delayed. In additionIf any such condition precedent has not been satisfied, the Company may shall provide in such written notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select prior to the Notes close of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 business two business days prior to the redemption date if Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice, the notice is issued in connection with a defeasance of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or a satisfaction and discharge of delayed as provided in such notice. Upon receipt, the Indenture. Any inadvertent defect Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenturewas given. If any Note is to be redeemed in part only, the notice of redemption that relates to that such Note will shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionredemption subject to the satisfaction of any conditions precedent. On and after the redemption dateRedemption Date, interest interest, if any, shall cease to accrue on Notes or portions of them thereof called for redemption, unless the Co-Issuers default in the payment of the Redemption Price or any conditions precedent are not satisfied.
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Navios Maritime Holdings Inc.)