Automatic Redemption. On the date that is five (5) years after the date shares of Series F Preferred Stock are initially issued (the "Automatic Redemption Date"), such shares of Series F Preferred Stock shall automatically, with no further action required to be taken by the Corporation or the holder thereof, be redeemed (unless otherwise prevented by law) in cash, at a redemption price per share equal to the greater of (i) the Accreted Value plus, as provided in Section 3 above, all accrued and unpaid dividends through the Automatic Redemption Date, if any, with respect to each share of Series F Preferred Stock or (ii) the product of the Per Share Price and the number of shares of Common Stock into which the Series F Preferred Stock is convertible on such Automatic Redemption Date. Written notice of such Automatic Redemption Date shall be delivered in person, mailed by certified mail, return receipt requested, mailed by overnight mail or sent by telecopier not less than thirty (30), nor more than sixty (60), days prior to the Automatic Redemption Date to the holders of record of the shares of Series F Preferred Stock such notice to be addressed to each such holder at its address as shown in the records of the Corporation. The total sum payable per share of Series F Preferred Stock to be redeemed (the "Redeemed Shares") on the Automatic Redemption Date is referred to as the "Redemption Price," and the payment to be made on the Automatic Redemption Date for the Redeemed Shares is referred to as the "Redemption Payment." The Redemption Payment shall be made by wire transfer of immediately available funds to accounts designated in writing by the holders of shares of Series F Preferred Stock. Upon notice from the Corporation, each holder of shares of Series F Preferred Stock so redeemed shall promptly surrender to the Corporation, at any place where the Corporation shall maintain a transfer agent for its shares of Series F Preferred Stock, certificates representing the shares so redeemed, duly endorsed in blank or accompanied by proper instruments of transfer. Notwithstanding anything to the contrary set forth in this Certificate of Designation, any holder of Series F Preferred Stock may convert its shares of Series F Preferred Stock pursuant to Section 7(a) hereof until the Redemption Price has been paid by the Corporation to any such holders hereto.
Appears in 1 contract
Automatic Redemption. (a) Each holder of Class B Units shall notify FLP of any event or circumstance which would result in such holder becoming or being deemed to become a Non-Resident, as soon as practicable and, in any event, at least 30 days prior to the anticipated effective date of such change (the "Change of Residency Date").
(b) On and as of the date that is five (5) years after fifth Business Day prior to the date shares Change of Series F Preferred Stock are initially issued Residency Date, all but not less than all of such holder's Class B Units shall be and be deemed to be transferred to FLP for the Class B Unit Price applicable on the last Business Day prior to the Change of Residency Date (the "Automatic Redemption DatePrice") in accordance with Section 8.1(c) (the "Automatic Redemption").
(c) For the purposes of completing the purchase of the Class B Units pursuant to the Automatic Redemption, such shares of Series F Preferred Stock FLP shall automatically, with no further action required deposit or cause to be taken by deposited with the Corporation or the holder thereof, be redeemed (unless otherwise prevented by law) in cash, at a redemption price per share equal to the greater of (i) the Accreted Value plusTransfer Agent, as provided in Section 3 abovesoon as practicable after the Change of Residency Date, all accrued and unpaid dividends through the Class B Unit Consideration representing the total Automatic Redemption Date, if any, with respect to each share of Series F Preferred Stock or (ii) Price. From and after the product of the Per Share Price and the number of shares of Common Stock into which the Series F Preferred Stock is convertible on such Automatic Redemption Date. Written notice of such Automatic Redemption Date shall be delivered in person, mailed by certified mail, return receipt requested, mailed by overnight mail or sent by telecopier not less than thirty (30), nor more than sixty (60), days fifth Business Day prior to the Change of Residency Date, the holder of the Class B Units referred to in Section 8.1(a) shall cease and be deemed to cease to be a holder of the Class B Units and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement ), other than the right to receive the total Automatic Redemption Price payable by FLP to such holder (less any amount withheld pursuant to Article 14), without interest, upon presentation and surrender by the holder of certificates representing the Class B Units held by such holder and the holder shall on and after the Change of Residency Date to the holders of record of the shares of Series F Preferred Stock such notice be considered and deemed for all purposes to be addressed the holder of Enerplus Units to each which such holder at its address as shown in the records of the Corporation. The total sum payable per share of Series F Preferred Stock to be redeemed (the "Redeemed Shares") on the Automatic Redemption Date is referred to as the "Redemption Price," and the payment to be made on the Automatic Redemption Date for the Redeemed Shares is referred to as the "Redemption Payment." The Redemption Payment shall be made by wire transfer of immediately available funds to accounts designated in writing by the holders of shares of Series F Preferred Stockentitled. Upon notice from the Corporation, each holder of shares of Series F Preferred Stock so redeemed shall promptly surrender to the CorporationTransfer Agent of a certificate or certificates representing Class B Units, at any place where the Corporation shall maintain together with such other documents and instruments as may be required to effect a transfer agent for its shares of Series F Preferred StockClass B Units under the Limited Partnership Agreement and such additional documents and instruments as the Transfer Agent may reasonably require, certificates representing the shares so redeemed, duly endorsed in blank or accompanied by proper instruments of transfer. Notwithstanding anything to the contrary set forth in this Certificate of Designation, any holder of Series F Preferred Stock may convert its shares such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of Series F Preferred Stock FLP shall deliver to such holder, the Class B Unit Consideration (less any amount withheld pursuant to Section 7(aArticle 14) hereof until the Redemption Price has been paid by the Corporation to any which such holders heretoholder is entitled.
Appears in 1 contract
Sources: Limited Partnership Agreement (Enerplus Resources Fund)
Automatic Redemption. On the date that is five (5) years after the date shares of Series F Preferred Stock are initially issued (the "Automatic Redemption Date"), such shares of Series F Preferred Stock shall automatically, with no further action required to be taken by the Corporation or the holder thereof, be redeemed (unless otherwise prevented by law) in cash, at a redemption price per share equal to the greater of (i) the Accreted Value plus, as provided in Section 3 above, all accrued and unpaid dividends through the Automatic Redemption Date, if any, with respect to each share of Series F Preferred Stock or (ii) the product of the Per Share Price and the number of shares of Common Stock into which the Series F Preferred Stock is convertible on such Automatic Redemption Date. Written notice of such Automatic Redemption Date shall be delivered in person, mailed by certified mail, return receipt requestedrequested , mailed by overnight mail or sent by telecopier not less than thirty (30), nor more than sixty (60), days prior to the Automatic Redemption Date to the holders of record of the shares of Series F Preferred Stock such notice to be addressed to each such holder at its address as shown in the records of the Corporation. The total sum payable per share of Series F Preferred Stock to be redeemed (the "Redeemed Shares") on the Automatic Redemption Date is referred to as the "Redemption Price," and the payment to be made on the Automatic Redemption Date for the Redeemed Shares is referred to as the "Redemption Payment." The Redemption Payment shall be made by wire transfer of immediately available funds to accounts designated in writing by the holders of shares of Series F Preferred Stock. Upon notice from the Corporation, each holder of shares of Series F Preferred Stock so redeemed shall promptly surrender to the Corporation, at any place where the Corporation shall maintain a transfer agent for its shares of Series F Preferred Stock, certificates representing the shares so redeemed, duly endorsed in blank or accompanied by proper instruments of transfer. Notwithstanding anything to the contrary set forth in this Certificate of Designation, any holder of Series F Preferred Stock may convert its shares of Series F Preferred Stock pursuant to Section 7(a) hereof until the Redemption Price has been paid by the Corporation to any such holders hereto.
Appears in 1 contract