6-K
BAIDU, INC. filed this Form 6-K on 07/07/2017
Entire Document
 


(g)    The 2027 Notes may be redeemed at the option of the Company prior to the date of Stated Maturity for payment of principal on the 2027 Notes, as provided in Section 2.03.

(h)    The 2027 Notes will not have the benefit of any sinking fund.

(i)    Except as provided herein, the Holders of the 2027 Notes shall have no special rights in addition to those provided in the Base Indenture upon the occurrence of any particular events.

(j)    The 2027 Notes will be senior unsecured obligations of the Company and will rank at least equal in right of payment to all of the Company’s other existing and future unsecured and unsubordinated obligations (subject to any priority rights pursuant to applicable law).

(k)    The restrictive covenants set forth in Sections 2.04 and 2.05 shall be applicable to the 2027 Notes.

Section 2.03    Optional Redemption.

(a)    The provisions of Article IV of the Base Indenture, as amended by the provisions of this Fifth Supplemental Indenture, shall apply to the Notes.

(b)    The Company may, at any time upon giving not less than 30 nor more than 60 days’ notice to Holders of the 2022 Notes or the 2027 Notes, as the case may be (which notice shall be irrevocable), redeem the 2022 Notes or the 2027 Notes, in whole or in part, at a redemption amount equal to the greater of (x) 100% of the principal amount of such Notes to be redeemed and (y) the Make Whole Amount, plus, in each case, accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided that the principal amount of a Note remaining outstanding after redemption in part shall be US$200,000 or an integral multiple of US$1,000 in excess thereof.

(c)    If the Redemption Date pursuant to this Section 2.03 is on or after the relevant Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to the Redemption Date pursuant to this Section 2.03 shall be paid on such Interest Payment Date to the Person in whose name a Note is registered at the close of business on such Record Date.

(d)    The Company or any of its Controlled Entities may, in accordance with all applicable laws and regulations, at any time purchase the Notes in the open market or otherwise at any price, so long as such purchase does not otherwise violate the terms of the Indenture. The Notes that the Company or its Affiliates purchase may, in the discretion of the Company, be held, resold or canceled, but will only be resold in compliance with applicable requirements or exemptions under the relevant securities laws.

 

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