Common use of Redemption at the Option of Holders Clause in Contracts

Redemption at the Option of Holders. Each holder of Series C Preferred Units shall have the right, at the option of each such holder, to require the Company to redeem the Series C Preferred Units held by such holder, in whole or in part, at the Series C Redemption Price in cash, in respect of, and not later than (i) immediately following, an underwritten initial public offering of Units, Preferred Units or other equity securities of the Company (or its successor) or (ii) immediately prior to, a Redemption Change in Control; provided that, in the case of both (i) and (ii), such redemption is not prohibited as of the redemption date under the Credit Instrument, the Senior Secured Indenture and the Subordinated Indenture (or refinancings thereof). The Company shall immediately notify by first class mail, postage prepaid, each holder of record of Series C Preferred Units of the pending occurrence of either such event. The initial public offering or Redemption Change in Control shall not be consummated unless all of the Series C Preferred Units elected to be redeemed hereunder have been redeemed, in the case of a Redemption Change in Control, or provisions have been made for their redemption, in the case of an initial public offering, in accordance with the provisions hereof, and the consummation of such initial public offering or Redemption Change of Control, as the case may be, shall be a condition to any redemption under this Section 12.5(d). From and after the redemption date (unless there shall be a default by the Company in providing money for the payment of the redemption price) distribution rights on the Series C Preferred Units so tendered for redemption shall cease to accrue, and such Series C Preferred Units shall no longer be deemed to be outstanding, and all rights of the holders thereof (except the right to receive from the Company the redemption price therefor) shall cease.

Redemption at the Option of Holders. Each holder of Series C B Convertible Preferred Units shall have the right, at the option of each such holder, to require the Company to redeem the Series C B Convertible Preferred Units held by such holder, in whole or in part, at the Series C B Redemption Price in cash, in respect of, and not later than (i) immediately following, an underwritten initial public offering of Units, Preferred Units or other equity securities of the Company (or its successor) or (ii) immediately prior to, a Redemption Change in Control; provided that, in the case of both (i) and (ii), such redemption is not prohibited as of the redemption date under the Credit Instrument, the Senior Secured Indenture and the Subordinated Indenture (or refinancings thereof). The Company shall immediately notify by first class mail, postage prepaid, each holder of record of Series C B Convertible Preferred Units of the pending occurrence of either such event. The initial public offering or Redemption Change in Control shall not be consummated unless all of the Series C B Convertible Preferred Units elected to be redeemed hereunder have been redeemed, in the case of a Redemption Change in Control, or provisions have been made for their redemption, in the case of an initial public offering, in accordance with the provisions hereof, and the consummation of such initial public offering or Redemption Change of in Control, as the case may be, shall be a condition to any redemption under this Section 12.5(d12.4(d). From and after the redemption date (unless there shall be a default by the Company in providing money for the payment of the redemption price) distribution rights on the Series C B Convertible Preferred Units so tendered for redemption shall cease to accrue, and such Series C B Convertible Preferred Units shall no longer be deemed to be outstanding, and all rights of the holders thereof (except the right to receive from the Company the redemption price therefor) shall cease.

Redemption at the Option of Holders. Each (i) Subject to compliance with SECTION 6(a)(iii), each holder of shares of Series C A Preferred Units Stock shall have the rightright (the “Redemption Right”), at the option of each such holder’s option, to require the Company to redeem the Series C Preferred Units held by purchase (out of funds legally available therefor) all or any portion of such holder, in whole or in part’s shares of Series A Preferred Stock pursuant to this SECTION 6(a) on any Redemption Date, at the Series C Redemption Price a purchase price, payable in cash, in respect of, and not later than (i) immediately following, an underwritten initial public offering of Units, Preferred Units or other equity securities equal to 100% of the Company Regular Liquidation Preference as of such Redemption Date (or its successor) or the “Redemption Price”). (ii) immediately At least 30 days, but not more than 60 days, prior to, a to each Redemption Change in Control; provided that, in the case of both (i) and (ii), such redemption is not prohibited as of the redemption date under the Credit InstrumentDate, the Senior Secured Indenture and the Subordinated Indenture (or refinancings thereof). The Company shall immediately notify mail a notice of optional redemption by first first-class mail, postage prepaid, prepaid to each holder of record of Series C A Preferred Units of Stock, which notice shall state (A) the pending occurrence of either such event. The initial public offering Redemption Date and the Redemption Price, (B) the date upon which the Redemption Right terminates, (C) the then applicable Conversion Price for the Series A Preferred Stock, (D) the names and telephonic contact information for no more than three (3) registered broker-dealers affiliated with a reputable, nationally recognized brokerage house (collectively, the “Brokers”) and (E) reference to this SECTION 6(a). (iii) Any holder may, in its sole discretion, exercise its Redemption Right with respect to all or Redemption Change in Control shall not be consummated unless all any portion of the Series C A Preferred Units elected Stock (the “Redemption Securities”) Beneficially Owned by such holder by delivery to be redeemed hereunder have been redeemed, in the case Company of a written notice (a “Redemption Change Acceptance Notice”) no less than seven nor more than 30 days prior to the Redemption Date stating (A) that such holder is exercising the Redemption Right, (B) the number of shares of the Redemption Securities with respect to which such holder is exercising its Redemption Right, (C) the price quotes provided, if any, by the Brokers with respect to such Redemption Securities, (D) the names of the Brokers contacted by such holder and (E) that such holder attempted in Controlgood faith to obtain the price quotes referred to in clause (A) of the definition of Redemption Fair Market Value. (iv) Notwithstanding the foregoing, or provisions have been made for their redemption, in the case of an initial public offering, in accordance with the provisions hereof, and the consummation of such initial public offering or Redemption Change of Control, as the case may be, Right shall be a condition exercisable by any holder only if the Redemption Fair Market Value of the Redemption Securities Beneficially Owned by such holder is equal to any redemption under or less than 110% of the aggregate Redemption Price of the Redemption Securities Beneficially Owned by such holder. (v) For purposes of this Section 12.5(d6(a). From and after , “Redemption Fair Market Value” shall mean, with respect to the redemption date (unless there shall be a default Redemption Securities Beneficially Owned by the Company in providing money for the payment of the redemption price) distribution rights on the Series C Preferred Units so tendered for redemption shall cease to accrue, and such Series C Preferred Units shall no longer be deemed to be outstanding, and all rights of the holders thereof (except the right to receive from the Company the redemption price therefor) shall cease.any holder:

Redemption at the Option of Holders. Each At any time on or after March 14, 2012, upon the request of the holders of at least a majority of the then outstanding shares of Series C Preferred, each of the holders of the then outstanding Series C Preferred shall have the right (a “Redemption Right”) to require the Corporation to redeem all or any of their shares of Series C Preferred at a price per share equal to the Series C Liquidation Value plus a rate of return on such amount (after taking into account all dividends paid by the Corporation pursuant to Section 2(a)) equal to 7% per annum, compounded annually. Any holder of Series C Preferred Units may exercise his, her or its Redemption Right by delivering to the Corporation a Redemption Notice on or after March 14, 2012, provided that holders of at least a majority of the then outstanding shares of Pari Passu Preferred have requested a redemption pursuant to this Section 5 (a) and the equivalent provisions of the other series of Pari Passu Preferred. Within ten (10) days after the date of a Redemption Notice delivered by any holder of Series C Preferred, the Corporation shall notify all other holders of Pari Passu Preferred that the Redemption Right has been exercised, and each other holder of Pari Passu Preferred shall have the right, at exercisable by written notice delivered to the option Corporation within thirty (30) days after receipt of each such holdernotice from the Corporation, to require request that all or a portion of such other holder’s shares of Pari Passu Preferred be redeemed on the Company to redeem Redemption Date together with the Series C Preferred Units held by such holder, in whole or in part, at the Series C Redemption Price in cash, in respect of, and not later than (i) immediately following, an underwritten initial public offering of Units, Preferred Units or other equity securities of the Company (or its successor) or (ii) immediately prior to, a Redemption Change in Control; provided that, in the case of both (i) and (ii), such redemption is not prohibited as of the redemption date under the Credit Instrument, the Senior Secured Indenture and the Subordinated Indenture (or refinancings thereof). The Company shall immediately notify by first class mail, postage prepaid, each holder of record shares of Series C Preferred Units of the pending occurrence of either such eventholder who delivered the Redemption Notice. The initial public offering or Redemption Change in Control Corporation shall not be consummated unless all obligated to redeem the total number of the shares of Series C Preferred Units elected requested to be redeemed hereunder have been redeemed, in accordance herewith on the case Redemption Date. For each share of Series C Preferred which is to be redeemed on a particular Redemption Change in Control, or provisions have been made for their redemption, in the case of an initial public offering, Date in accordance with this Section 5(a), the provisions hereof, and the consummation of such initial public offering or Redemption Change of Control, as the case may be, Corporation shall be a condition obligated on the date specified for redemption thereof in the written notice with respect thereto, to any redemption under pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such share) such amount specified in this Section 12.5(d). From and after the redemption date (unless there shall be a default by the Company 5(a) in providing money for the payment of the redemption price) distribution rights on the Series C Preferred Units so tendered for redemption shall cease to accrue, and such Series C Preferred Units shall no longer be deemed to be outstanding, and all rights of the holders thereof (except the right to receive from the Company the redemption price therefor) shall ceaseimmediately available funds.

Redemption at the Option of Holders. Each At any time on or after March 14, 2012, upon the request of the holders of at least a majority of the then outstanding shares of Series B Preferred, each of the holders of the then outstanding Series B Preferred shall have the right (a “Redemption Right” to require the Corporation to redeem all or any of their shares of Series B Preferred at a price per share equal to the Series B Liquidation Value plus a rate of return on such amount (after taking into account all dividends paid by the Corporation pursuant to Section 2(a)) equal to 7% per annum, compounded annually. Any holder of Series C B Preferred Units may exercise his, her or its Redemption Right by delivering to the Corporation a Redemption Notice on or after March 14, 2012, provided that holders of at least a majority of the then outstanding shares of Pari Passu Preferred have requested a redemption pursuant to this Section 5(a) and the equivalent provisions of the other series of Pari Passu Preferred. Within ten (10) days after the date of a Redemption Notice delivered by any holder of Series B Preferred, the Corporation shall notify all other holders of Pari Passu Preferred that the Redemption Right has been exercised, and each other holder of Pari Passu Preferred shall have the right, at exercisable by written notice delivered to the option Corporation within thirty (30) days after receipt of each such holdernotice from the Corporation, to require request that all or a portion of such other holder’s shares of Pari Passu Preferred be redeemed on the Company Redemption Date together with the shares of Series B Preferred of the holder who delivered the Redemption Notice. The Corporation shall be obligated to redeem the Series C Preferred Units held by such holder, in whole or in part, at the Series C Redemption Price in cash, in respect of, and not later than (i) immediately following, an underwritten initial public offering total number of Units, Preferred Units or other equity securities of the Company (or its successor) or (ii) immediately prior to, a Redemption Change in Control; provided that, in the case of both (i) and (ii), such redemption is not prohibited as of the redemption date under the Credit Instrument, the Senior Secured Indenture and the Subordinated Indenture (or refinancings thereof). The Company shall immediately notify by first class mail, postage prepaid, each holder of record shares of Series C B Preferred Units of the pending occurrence of either such event. The initial public offering or Redemption Change in Control shall not be consummated unless all of the Series C Preferred Units elected requested to be redeemed hereunder have been redeemed, in accordance herewith on the case Redemption Date. For each share of Series B Preferred which is to be redeemed on a particular Redemption Change in Control, or provisions have been made for their redemption, in the case of an initial public offering, Date in accordance with this Section 5(a), the provisions hereof, and the consummation of such initial public offering or Redemption Change of Control, as the case may be, Corporation shall be a condition obligated on the date specified for redemption thereof in the written notice with respect thereto, to any redemption under pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such share) such amount specified in this Section 12.5(d). From and after the redemption date (unless there shall be a default by the Company 5(a) in providing money for the payment of the redemption price) distribution rights on the Series C Preferred Units so tendered for redemption shall cease to accrue, and such Series C Preferred Units shall no longer be deemed to be outstanding, and all rights of the holders thereof (except the right to receive from the Company the redemption price therefor) shall ceaseimmediately available funds.

Redemption at the Option of Holders. Each holder (a) Upon the occurrence of Series C Preferred Units a Change of Control Triggering Event, each Holder shall have the right, at the option of each such holder, right to require that the Company to redeem the Series C Preferred Units held by such holder, purchase all or a portion (in whole or in part, at the Series C Redemption Price in cash, in respect of, and not later than (ian authorized denomination) immediately following, an underwritten initial public offering of Units, Preferred Units or other equity securities of the Company (or its successor) or (ii) immediately prior to, Holder’s Notes at a Redemption Change in Control; provided that, in the case of both (i) and (ii), such redemption is not prohibited as purchase price equal to 101% of the redemption Principal amount thereof, plus accrued and unpaid interest thereon through the date under of purchase (the Credit Instrument, the Senior Secured Indenture and the Subordinated Indenture (or refinancings thereof“Change of Control Payment”). The Trustee shall have no obligation to monitor or otherwise determine whether a Change of Control Triggering Event has occurred. (b) If the Company shall immediately notify by first class mailat any time ceases to beneficially own, postage prepaiddirectly or indirectly, each holder of record of Series C Preferred Units at least 45% of the pending occurrence voting power of either such event. The initial public offering the Voting Stock of IRSA or Redemption Change in Control ceases to have the ability to appoint at least the majority of the members of the Board of Directors of IRSA (the “IRSA Triggering Event”), then each Holder will have the right to require that the Company purchase all of the Holder’s Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon through the date of purchase (the “IRSA Payment”); provided, however, that if as a consequence of an issuance of equity securities by IRSA the result of which the Company ceases to beneficially own, directly or indirectly, at least 45% of the voting power of the Voting Stock of IRSA but continues to have the ability to appoint at least the majority of the members of the Board of Directors of IRSA, then the Company shall not be consummated unless all required to purchase the Notes pursuant to this Section 10.2(b). (c) Within thirty (30) days following the date upon which the Change of the Series C Preferred Units elected to be redeemed hereunder have been redeemedControl Triggering Event or IRSA Triggering Event occurred, in as the case of may be, the Company shall send a Redemption Change notice to each Holder with a copy to the Trustee offering to purchase the Notes as described in Control, or provisions have been made for their redemption, in the case of an initial public offering, in accordance with the provisions hereof, and the consummation of such initial public offering or Redemption Section 10.2(a) (a “Change of ControlControl Offer”) or Section 10.2(b) (an “IRSA Change Offer”). The Change of Control Offer or IRSA Change Offer, as the case may be, shall state, among other things, the purchase date, which must be no earlier than thirty (30) days nor later than sixty (60) days from the date the notice is mailed, other than as may be required by law (the “Change of Control Payment Date” or “IRSA Change Payment Date,” as the case may be). (d) On the Change of Control Payment Date or IRSA Change Payment Date, as the case may be, the Company shall, to the extent lawful: (1) (i) in the case of a condition Change of Control Offer, accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to any redemption under this Section 12.5(d). From the Change of Control Offer; and after (ii) in the redemption date case of an IRSA Change Offer, accept for payment all Notes properly tendered and not withdrawn pursuant to the IRSA Change Offer (unless there 2) deposit with the Principal Paying Agent funds in an amount equal to the Change of Control Payment or IRSA Change Payment, as the case may be, in respect of (i) all Notes or portions thereof in the case of the Change of Control Offer and (ii) all Notes in the case of the IRSA Change Offer and so tendered and not withdrawn; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate Principal amount of Notes (or portions thereof in the case of a Change of Control Offer) being purchased by the Company. (e) If only a portion of a Note is offered to the Company for purchase pursuant to a Change of Control Offer, a new Note in a Principal amount equal to the portion thereof not purchased shall be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a default Global Note will be made, as appropriate). (f) The Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event or an IRSA Triggering Event, if a third party, instead of the Company, makes the Change of Control Offer or the IRSA Change Offer, as the case may be, in the manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer or IRSA Change Offer, as the case may be, made by the Company in providing money for and such third party purchases all Notes properly tendered and not withdrawn under the payment Change of Control Offer or IRSA Change Offer, as the case may be. (g) In the event that Holders of not less than 95% of the redemption priceaggregate Principal amount of the Outstanding Notes accept a Change of Control Offer, and the Company or a third party purchases all of the Notes held by such Holders, the Company shall have the right, on not less than thirty (30) distribution rights nor more than sixty (60) days’ prior written notice to the Holders with a copy to the Trustee, given not more than thirty (30) days following the purchase pursuant to the Change of Control Offer, to redeem all of the Notes that remain Outstanding following such purchase at a purchase price equal to the Change of Control Payment, plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest, if any, on the Series C Preferred Units so tendered for Notes that remain Outstanding, to the date of redemption shall cease (subject to accrue, and such Series C Preferred Units shall no longer be deemed to be outstanding, and all rights of the holders thereof (except the right of Holders on the relevant record date to receive from interest due on the Company the redemption price therefor) shall ceaserelevant Interest Payment Date).

Redemption at the Option of Holders. Each At any time on or after March 14, 2012, upon the request of the holders of at least a majority of the then outstanding shares of Series A Preferred, each of the holders of the then outstanding Series A Preferred shall have the right (a “Redemption Right”) to require the Corporation to redeem all or any of their shares of Series A Preferred at a price per share equal to the Series A Liquidation Value plus a rate of return on such amount (after taking into account all dividends paid by the Corporation pursuant to Section 2(a)) equal to 7% per annum, compounded annually. Any holder of Series C A Preferred Units may exercise his, her or its Redemption Right by delivering to the Corporation a Redemption Notice on or after March 14, 2012, provided that holders of at least a majority of the then outstanding shares of Pari Passu Preferred have requested a redemption pursuant to this Section 5(a) and the equivalent provisions of the other series of Pari Passu Preferred. Within ten (10) days after the date of a Redemption Notice delivered by any holder of Series A Preferred, the Corporation shall notify all other holders of Pari Passu Preferred that the Redemption Right has been exercised, and each other holder of Pari Passu Preferred shall have the right, at exercisable by written notice delivered to the option Corporation within thirty (30) days after receipt of each such holdernotice from the Corporation, to require request that all or a portion of such other holder’s shares of Pari Passu Preferred be redeemed on the Company Redemption Date together with the shares of Series A Preferred of the holder who delivered the Redemption Notice. The Corporation shall be obligated to redeem the Series C Preferred Units held by such holder, in whole or in part, at the Series C Redemption Price in cash, in respect of, and not later than (i) immediately following, an underwritten initial public offering total number of Units, Preferred Units or other equity securities of the Company (or its successor) or (ii) immediately prior to, a Redemption Change in Control; provided that, in the case of both (i) and (ii), such redemption is not prohibited as of the redemption date under the Credit Instrument, the Senior Secured Indenture and the Subordinated Indenture (or refinancings thereof). The Company shall immediately notify by first class mail, postage prepaid, each holder of record shares of Series C A Preferred Units of the pending occurrence of either such event. The initial public offering or Redemption Change in Control shall not be consummated unless all of the Series C Preferred Units elected requested to be redeemed hereunder have been redeemed, in accordance herewith on the case Redemption Date. For each share of Series A Preferred which is to be redeemed on a particular Redemption Change in Control, or provisions have been made for their redemption, in the case of an initial public offering, Date in accordance with this Section 5 (a), the provisions hereof, and the consummation of such initial public offering or Redemption Change of Control, as the case may be, Corporation shall be a condition obligated on the date specified for redemption thereof in the written notice with respect thereto, to any redemption under pay to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such share) such amount specified in this Section 12.5(d). From and after the redemption date (unless there shall be a default by the Company 5(a) in providing money for the payment of the redemption price) distribution rights on the Series C Preferred Units so tendered for redemption shall cease to accrue, and such Series C Preferred Units shall no longer be deemed to be outstanding, and all rights of the holders thereof (except the right to receive from the Company the redemption price therefor) shall ceaseimmediately available funds.