such as the closing of a Change of Control or a financing transaction. The Company will provide prompt written notice to the Trustee rescinding such redemption in the event that any such
condition precedent shall not have occurred, and thereafter such redemption and notice of redemption shall be rescinded and of no force or effect. Upon receipt of such notice from the Company rescinding such redemption, the Trustee will promptly
send a copy of such notice to the Holders of the Notes to be redeemed in the same manner in which the notice of redemption was given.
notice will identify the Notes to be redeemed and will state:
(1) the Redemption Date;
(2) the redemption price (or manner of calculation if not then known);
(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note or, if the Note is a Global Note, an adjustment will be made to the schedule
(4) the name and address of the Paying Agent;
(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(6) 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;
(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption are being redeemed;
(8) any conditions precedent to such redemption; and
(9) that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or similar number, if any, listed in
such notice or printed on the Notes.
At the Companys request, the Trustee will give the notice of redemption in the
Companys name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the Redemption Date (or such shorter time as may be acceptable to the Trustee), an Officers
Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.
Provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or
purchase. On and after the Redemption Date, interest ceases to accrue on Notes or portions of Notes called for redemption.
||Effect of Notice of Redemption. |
Once notice of redemption is mailed in accordance with
Section 3.03 hereof, and any conditions precedent stated in such notice have been satisfied, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price.
||Deposit of Redemption or Purchase Price. |
One Business Day prior to the redemption or
purchase date, the Company will deposit with the Trustee or with the Paying Agent money of money, in immediately available funds, sufficient to pay the redemption or purchase price of and accrued interest and Additional Interest, if any, on all
Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or
purchase price of, and accrued interest and Additional Interest, if any, on, all Notes to be redeemed or purchased.