plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
On and after the Par Call Date, upon redemption of the notes, Thermo Fisher will pay a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
Notwithstanding the foregoing, installments of interest on the notes that are due and payable on an interest payment date falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date in accordance with the notes and the indenture.
If less than all of either series of the notes are to be redeemed, the notes of such series to be redeemed, shall be selected, in the case of global securities, in accordance with applicable depositary procedures and, in the case of definitive securities, in a manner the trustee deems to be fair and appropriate, unless otherwise required by law or applicable stock exchange requirements. The notes may be redeemed in part in the minimum authorized denomination for the notes or in any integral multiple of such amount. Unless Thermo Fisher defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.
“Comparable Bond Rate” means, for any redemption date, the rate per annum equal to the annual equivalent yield to maturity or interpolated yield to maturity (on a day count basis), computed as of the third business day immediately preceding that redemption date, of the Comparable Government Issue, assuming a price for the Comparable Government Issue (expressed as a percentage of its principal amount) equal to the Comparable Price for that redemption date.
“Comparable Government Issue” means the euro-denominated security issued by the German government selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed (assuming, with respect to the notes, that the notes to be redeemed matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed.
“Comparable Price” means, with respect to any redemption date, (a) the average of the Reference Dealer Quotations for such redemption date, after excluding the highest and lowest of the Reference Dealer Quotations, (b) if Thermo Fisher obtains fewer than four Reference Dealer Quotations, the arithmetic average of those quotations or (c) if Thermo Fisher obtains only one Reference Dealer Quotation, such Reference Dealer Quotation.
“Independent Investment Banker” means one of the Reference Dealers appointed by us to act as the “Independent Investment Banker.”
“Par Call Date” means , .
“Reference Dealer” means each of (i) Citigroup Global Markets Limited, Deutsche Bank AG, London Branch and Merrill Lynch International and their respective affiliates or successors and (ii) one other nationally recognized investment banking firm (or its affiliate) that is a broker or dealer of, and/or market maker in, German government bonds (each a “Primary Bond Dealer”) that Thermo Fisher selects in connection with the particular redemption, and its successors, provided that if at any time any of the above is not a Primary Bond Dealer, Thermo Fisher will substitute that entity with another nationally recognized investment banking firm that Thermo Fisher selects that is a Primary Bond Dealer.
“Reference Dealer Quotations” means, with respect to each Reference Dealer and any redemption date, the arithmetic average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Government Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Dealer at 11:00 a.m., London time, on the third business day preceding such redemption date.
“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption (assuming, with respect to the notes, that the notes to be redeemed matured on the Par Call Date); provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.