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

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter provided, the Corporation may redeem at any time all, but not less than all, the outstanding Series 51 Preference Shares, on payment of the Applicable Redemption Price for each such share to be redeemed, in each case, together with accrued and unpaid dividends up to but excluding the date fixed for redemption, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days prior to the date on which the redemption is to take place to each person who at the date of giving such notice is the holder of Series 51 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporation.

Appears in 2 contracts

Sources: Arrangement Agreement (Brookfield Asset Management Ltd.), Arrangement Agreement (Brookfield Asset Management Inc.)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter provided, the Corporation may may, on November 1, 2026 or on November 1 in every fifth year thereafter, redeem at any time all, but not less than all, the outstanding Series 51 52 Preference Shares, Shares on payment of the Applicable Redemption Price for each such share to be redeemed, in each case, redeemed together with accrued and unpaid dividends up to but excluding the date fixed for redemption, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days prior to the date on which the redemption is to take place to each person who at the date of giving such notice is the holder of Series 51 52 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any ; any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 52 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as last known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 52 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 52 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 52 Preference Shares to be redeemed the redemption price on presentation and surrender surrender, at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 52 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 52 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 52 Preference Shares called for redemption with a any chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the a proportion of the amounts so deposited applicable to such shares, without interest, ; any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on in deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporation.

Appears in 2 contracts

Sources: Arrangement Agreement (Brookfield Asset Management Ltd.), Arrangement Agreement (Brookfield Asset Management Inc.)

Redemption at the Option of the Corporation. (i) Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter providedthe rights of Series of Preferred Stock which may from time to time come into existence, the Corporation may redeem at any time all, it may lawfully do so but not less than allbefore sixty (60) days after the date of the first issuance of the Series A Preferred Stock, at the option of the Board of Directors, redeem in whole or in part the Series A Preferred Stock by paying in cash therefor a sum equal to the Series A Redemption Price. Any redemption effected pursuant to this subSection (4)(b) shall be made on a pro rata basis among the holders of the Series A Preferred Stock in proportion to the number of shares of Series A Preferred Stock then held by them. (ii) As used herein and in subSection (4)(b)(iii) and (iv) below, the outstanding term “Redemption Date” shall refer to each “Series 51 Preference SharesA Redemption Date” and the term “Redemption Price” shall refer to each of “Series A Redemption Price.” Subject to the rights of Series of Preferred Stock which may from time to time come into existence, at least sixty (60) but no more than ninety (90) days prior to each Redemption Date, written notice shall be mailed, first class postage prepaid, to each holder of record (at the close of business on payment the business day next preceding the day on which notice is given) of the Applicable Redemption Price for each such share Series A Preferred Stock to be redeemed, in each caseat the address last shown on the records of the Corporation for such holder, together with accrued and unpaid dividends up to but excluding the date fixed for redemption, the whole constituting notifying such holder of the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days prior to be effected, specifying the date on which the redemption is to take place to each person who at the date number of giving such notice is the holder of Series 51 Preference Shares shares to be redeemed of from such holder, the intention of Redemption Date, the Corporation Redemption Price, the place at which payment may be obtained and calling upon such holder to redeem such sharessurrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares to be redeemed (the “Redemption Notice”). Any such notice shall be validly and effectively given Except as provided in subSection (4)(b)(iii) on or after the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to Redemption Date, each holder of Series 51 Preference Shares A Preferred Stock to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, shall surrender to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing such shares, in the samemanner and at the place designated in the Redemption Notice, and upon such deposit or deposits being made, thereupon the Redemption Price of such shares shall be redeemed payable to the order of the person whose name appears on such certificate or certificates as the redemption date specified in owner thereof and each surrendered certificate shall be cancelled. In the notice of redemption; after event less than all the Corporation has made shares represented by any such certificate are redeemed, a deposit as aforesaid with respect to any new certificate shall be issued representing the unredeemed shares, the holders thereof shall not, from . (iii) From and after the redemption dateRedemption Date, be entitled to exercise any unless there shall have been a default in payment of the rights of shareholders in respect thereof and the Redemption Price, all rights of the holders thereof of shares of Series A Preferred Stock designated for redemption in the Redemption Notice as holders of Series A Preferred Stock (except the right to receive the Redemption Price without interest upon surrender of their certificate or certificates) shall be limited to receiving the proportion of the amounts so deposited applicable cease with respect to such shares, without interest, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any interest allowed on such deposit shall belong to the Corporationpurpose whatsoever. Subject to applicable lawthe rights of Series of Preferred Stock which may from time to time come into existence, if the funds of the Corporation legally available for redemption monies that of shares of Series A Preferred Stock on any Redemption Date are represented by a cheque insufficient to redeem the total number of shares of Series A Preferred Stock to be redeemed on such date, those funds which are legally available will be used to redeem the maximum possible number of such shares ratably among the holders of such shares to be redeemed based upon their holdings of Series A Preferred Stock. The shares of Series A Preferred Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein. Subject to the rights of Series of Preferred Stock which may from time to time come into existence, at any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Series A Preferred Stock, such funds will immediately be used to redeem the balance of the shares which the Corporation has become obliged to redeem on any Redemption Date but which it has not been presented redeemed. (iv) On or prior to each Redemption Date, the Corporation shall deposit the Redemption Price of all shares of Series A Preferred Stock designated for redemption in the Redemption Notice, and not yet redeemed or converted, with a bank or trust corporation having aggregate capital and surplus in excess of $100,000,000 as a trust fund for the benefit of the respective holders of the shares designated for redemption and not yet redeemed, with irrevocable instructions and authority to the Corporation’s bankers bank or trust corporation to publish the notice of redemption thereof and pay the Redemption Price for payment such shares to their respective holders on or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period after the Redemption Date, upon receipt of six years notification from the date specified for redemption shall be forfeited corporation that such holder has surrendered his, her or its share certificate to the Corporationcorporation pursuant to subSection (4)(b)(ii) above. The balance of any moneys deposited by the Corporation pursuant to this subSection (4)(b)(iv) remaining unclaimed at the expiration of two (2) years following the Redemption Date shall thereafter be returned to the Corporation upon its request expressed in a resolution of its Board of Directors.

Appears in 2 contracts

Sources: Merger Agreement (International Microcomputer Software Inc /Ca/), Joint Operating Agreement (International Microcomputer Software Inc /Ca/)

Redemption at the Option of the Corporation. Subject (a) Any shares of Series B Preferred Stock ceasing to applicable law and Section 5 hereofbe beneficially owned, upon giving notice as hereinafter provideddirectly or indirectly, by a Farm Bureau organization, shall be redeemable, in whole or in part, out of funds legally available therefor, at the option of the Corporation may redeem at any time allafter the date they ceased to be so owned by a Farm Bureau organization, but at the price of Sixty Cents ($0.60) per share plus an amount equal to all accrued and unpaid dividends thereon to the date fixed for redemption (the “Redemption Price”). (b) On and after the date when less than Ten Percent (10%) of the common stock of the Corporation is owned, directly or indirectly, by a Farm Bureau organization, any shares of Series B Preferred Stock shall be redeemable, in whole or in part, out of funds legally available therefor, at the option of the Corporation at any time at the Redemption Price. (c) Unless otherwise required by law, notice of redemption will be sent to the holders of Series B Preferred Stock at the address shown on the books of the Corporation or any transfer agent for the Series B Preferred Stock by first class mail, postage prepaid, mailed not less than all, twenty (20) days nor more than sixty (60) days prior to the outstanding Series 51 Preference Shares, on payment redemption date. Each such notice shall state: (i) the redemption date; (ii) the total number of shares of the Applicable Redemption Price for each Series B Preferred Stock to be redeemed and, if fewer than all the shares held by such share holder are to be redeemed, in each case, together with accrued the number of such shares to be redeemed from such holder; (iii) the Redemption Price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and unpaid (v) that dividends up on the shares to but excluding be redeemed will cease to accrue on such redemption date. Upon the date fixed for redemption, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days prior set aside cash funds having a value equal to the date on which aggregate Redemption Price for the redemption is to take place to each person who at the date of giving such notice is the holder shares of Series 51 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares B Preferred Stock to be redeemed. Such notice Payment of the Redemption Price shall set out the number of such Series 51 Preference Shares held be made by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out Corporation within five (5) days after the date on which fixed for redemption upon surrender of the redemption is to take placecertificates evidencing the shares of Series B Preferred Stock so redeemed, and on properly endorsed or assigned for transfer. (d) From and after the date so specified fixed for redemption redemption, and provided the Corporation shall pay or cause have set aside funds sufficient to be paid to redeem the holders shares, dividends on shares of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares B Preferred Stock called for redemption shall will cease to accrue, such shares will no longer be entitled deemed to dividends be outstanding and the holders thereof shall not be entitled to exercise any all rights in respect of such shares of the rights of shareholders in respect thereof unless payment Corporation shall cease, except the right to receive the Redemption Price therefor, without interest, upon surrender to the Corporation of the redemption price shall not certificates evidencing such shares, properly endorsed or assigned for transfer. If less than all of the outstanding shares of Series B Preferred Stock are to be duly made by the Corporation; at any time after notice of redemption is given as aforesaidredeemed, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with redeem a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies portion of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed of each holder which is not a Farm Bureau organization determined pro rata based on the redemption date specified in the notice number of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to shares held by each such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporationholder.

Appears in 2 contracts

Sources: Merger Agreement (FBL Financial Group Inc), Agreement and Plan of Merger (FBL Financial Group Inc)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter provided(i) In connection with or following any Specified Event, the Corporation Corporation, at its option and (if applicable) subject to consummation of such Specified Event, may redeem at any time all, but not less than all, the outstanding Series 51 Preference Shares, on payment (out of funds legally available therefor) for cash all of the Applicable Convertible Preference Shares then outstanding at a price (the “Redemption Price for each Price”) per Convertible Preference Share equal to the greater of (i) the Base Liquidation Preference per such share to be redeemed, in each case, together with Convertible Preference Share plus all accrued and unpaid dividends up thereon and (ii) an amount equal to but excluding the amount the holder of such Convertible Preference Shares would have received in respect of such Convertible Preference Share had such holder converted such Convertible Preference Share into Class A Shares immediately prior to such redemption based on the Current Market Price, in each case on the date fixed for redemptionof redemption (the “Redemption Date”). (ii) If the Corporation elects to redeem the Convertible Preference Shares pursuant to this SECTION 6, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days on or prior to the date on which fifteenth (15th) Business Day prior to the applicable Redemption Date, the Corporation shall mail a written notice of redemption is (the “Redemption Notice”) by first-class mail addressed to take place to each person who at the date holders of giving such notice is record of the holder of Series 51 Convertible Preference Shares to be redeemed of as they appear in the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register records of the Corporation; provided, or in the case of joint holdershowever, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid notice to one or more of such holders shall not affect the validity of such redemption. The Redemption Notice must state: (A) the expected Redemption Price as of the expected Redemption Date, and specify the individual components thereof (it being understood that the actual Redemption Price will be determined as of the actual Redemption Date); (B) the name of the redemption as agent to whom, and the other holders address of the Series 51 place to where, the Convertible Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified surrendered for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price Redemption Price; (C) if applicable, that the consummation of the Redemption and the payment of the Redemption Price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption subject to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies consummation of the certificate or certificates representing the sameSpecified Event, and upon such deposit or deposits being made, such shares shall be redeemed on (D) the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporationanticipated Redemption Date.

Appears in 2 contracts

Sources: Securities Purchase Agreement (MDC Partners Inc), Securities Purchase Agreement (MDC Partners Inc)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter provided(i) In connection with or following any Specified Event, the Corporation Corporation, at its option and (if applicable) subject to consummation of such Specified Event, may redeem at any time all, but not less than all, the outstanding Series 51 Preference Shares, on payment (out of funds legally available therefor) for cash all of the Applicable Series 6 Preferred Shares then outstanding at a price (the “Redemption Price for each Price”) per Series 6 Preferred Share equal to the greater of (i) the Base Liquidation Preference per such share to be redeemed, in each case, together with Series 6 Preferred Share plus all accrued and unpaid dividends up thereon and (ii) an amount equal to but excluding the amount the holder of such Series 6 Preferred Shares would have received in respect of such Series 6 Preferred Share had such holder converted such Series 6 Preferred Share into Class A Shares immediately prior to such redemption based on the Current Market Price, in each case on the date fixed for redemptionof redemption (the “Redemption Date”). (ii) If the Corporation elects to redeem the Series 6 Preferred Shares pursuant to this SECTION 7, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days on or prior to the date on which fifteenth (15th) Business Day prior to the applicable Redemption Date, the Corporation shall mail a written notice of redemption is (the “Redemption Notice”) by first-class mail addressed to take place to each person who at the date holders of giving such notice is the holder of Series 51 Preference Shares to be redeemed record of the intention of Series 6 Preferred Shares as they appear in the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register records of the Corporation; provided, or in the case of joint holdershowever, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid notice to one or more of such holders shall not affect the validity of such redemption. The Redemption Notice must state: (A) the expected Redemption Price as of the expected Redemption Date, and specify the individual components thereof (it being understood that the actual Redemption Price will be determined as of the actual Redemption Date); (B) the name of the redemption as agent to whom, and the other holders address of the place to where, the Series 51 Preference 6 Preferred Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified surrendered for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price Redemption Price; (C) if applicable, that the consummation of the Redemption and the payment of the Redemption Price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption subject to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies consummation of the certificate or certificates representing the sameSpecified Event, and upon such deposit or deposits being made, such shares shall be redeemed on (D) the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporationanticipated Redemption Date.

Appears in 1 contract

Sources: Letter Agreement (MDC Partners Inc)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter provided, the Corporation may redeem at any time all, but not less than all, the outstanding Series 51 Preference Shares, on payment of the Applicable Redemption Price for each such share to be redeemed, in each case, together with accrued and unpaid dividends up to but excluding the date fixed for redemption, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days prior to the date on which the redemption is to take place to each person who at the date of giving such notice is the holder of Series 51 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at At any time after notice the fifth anniversary of redemption is given as aforesaidthe Issue Date, the Corporation shall have the right (but not the obligation) (the “Corporation Optional Redemption Right”) to deposit redeem all (and not less than all) of the then-outstanding shares of Series A Preferred Stock, upon providing the Holders the applicable notice of redemption pursuant to Section (C) of this Article VIII, at a redemption price per share of Series A Preferred Stock (payable by the Corporation in cash, whole shares of Common Stock, or a combination of a cash and whole shares of Common Stock, at the Corporation’s election) equal to the sum of (i) Stated Value of one share of Series A Preferred Stock as of the Corporation Optional Redemption Date, plus (ii) the aggregate amount of unpaid Participating Dividends, if any, with respect to one share of Series A Preferred Stock as of the Corporation Optional Redemption Date, plus (z) without duplication of any accrued and unpaid Regular Dividends previously added to the Stated Value of such share of Series A Preferred Stock, all accrued and unpaid Regular Dividends per share of Series A Preferred Stock through, but excluding, the Corporation Optional Redemption Date (the “Corporation Optional Redemption Price”); provided, however, that, if the Corporation Optional Redemption Date occurs on or all after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (A) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series 51 Preference Shares called A Preferred Stock as of the Close of Business on the applicable Record Date for such Dividend, notwithstanding the Corporation’s exercise of the Corporation Optional Redemption Right; and (B) the amount of such Dividend, if a Regular Dividend, will not be included in the Stated Value referred to in the immediately preceding sentence or added pursuant to clause (ii)(z) of such sentence; provided, further, that the Corporation will in no event fix a Corporation Optional Redemption Date that is on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date unless the Board shall have authorized and declared such Dividend and the Corporation shall have set aside the full amount of such Dividend due on such Dividend Payment Date. The Corporation Optional Redemption Price shall be paid to the Holders in the same form(s) of consideration and on a pro rata basis such that each Holder shall be entitled to receive, with respect to each single share of Series A Preferred Stock held by such Holder, the same amount of cash, shares of Common Stock, or combination thereof as each other Holder is entitled to receive with respect to each share of Series A Preferred Stock held by such other Holder. In the event that the Corporation elects to settle the payment of the Corporation Optional Redemption Price to each Holder through delivery of shares of Common Stock (a “Physical Redemption Settlement”) or a combination of a cash payment and delivery of shares of Common Stock (a “Combination Redemption Settlement”), (1) the value of each share of Common Stock issuable pursuant to such payment shall be equal to the 30-Day VWAP, measured as of the date that the Corporation provides the Holders the applicable notice of redemption pursuant to Section (C) of this Article VIII, and (2) the Corporation shall pay to each Holder cash in lieu of any fractional share of Common Stock otherwise due (but for the requirement to deliver only whole shares) under this Section (A) of Article VIII, determined in accordance with Section (H) of Article IX. Notwithstanding anything to the contrary in this Article VIII, the Corporation may not exercise the Corporation Optional Redemption Right pursuant to a chartered bank Physical Redemption Settlement or banks a Combination Redemption Settlement, issue any related notice with respect thereto, or with settle any trust company or trust companies in Canada named in such redemption (I) unless the Liquidity Conditions are satisfied, as of the date the notice of the related redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies is sent and as of the certificate or certificates representing the sameCorporation Optional Redemption Date, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any sharesthe shares of Common Stock to be issued in connection therewith; and (II) before the Requisite Stockholder Approval is obtained, if at all, to the holders thereof shall not, from and after extent the redemption date, number of Conversion Shares that would thereby be entitled to exercise any issuable would exceed the Number of Available Shares as of the rights date the related notice of shareholders in respect thereof and the rights redemption is sent pursuant to Section (C) of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporationthis Article VIII.

Appears in 1 contract

Sources: Equity Commitment and Investment Agreement (Catalent, Inc.)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof(a) Shares of Series C Preferred Stock shall be redeemable, upon giving notice as hereinafter providedin whole or in part, out of funds legally available therefor, at the option of the Corporation may redeem at any time allat the price of Fifty Six Dollars ($56.00) per share plus an amount equal to all accrued and unpaid dividends thereon to the date fixed for redemption (the “Redemption Price”). (b) Unless otherwise required by law, but notice of redemption will be sent to the holders of Series C Preferred Stock at the address shown on the books of the Corporation or any transfer agent for the Series C Preferred Stock by first class mail, postage prepaid, mailed not less than all, twenty (20) days nor more than sixty (60) days prior to the outstanding Series 51 Preference Shares, on payment redemption date. Each such notice shall state: (i) the redemption date; (ii) the total number of shares of the Applicable Redemption Price for each Series C Preferred Stock to be redeemed and, if fewer than all the shares held by such share holder are to be redeemed, in each case, together with accrued the number of such shares to be redeemed from such holder; (iii) the Redemption Price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and unpaid (v) that dividends up on the shares to but excluding be redeemed will cease to accrue on such redemption date. Upon the date fixed for redemption, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days prior set aside cash funds having a value equal to the date on which aggregate Redemption Price for the redemption is to take place to each person who at the date of giving such notice is the holder shares of Series 51 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares C Preferred Stock to be redeemed. Such notice Payment of the Redemption Price shall set out the number of such Series 51 Preference Shares held be made by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out Corporation within five (5) days after the date on which fixed for redemption upon surrender of the redemption is to take placecertificates evidencing the shares of Series C Preferred Stock so redeemed, and on properly endorsed or assigned for transfer. (c) From and after the date so specified fixed for redemption redemption, and provided the Corporation shall pay or cause have set aside funds sufficient to be paid to redeem the holders shares, dividends on shares of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares C Preferred Stock called for redemption shall will cease to accrue, such shares will no longer be entitled deemed to dividends be outstanding and the holders thereof shall not be entitled to exercise any all rights in respect of such shares of the rights of shareholders in respect thereof unless payment Corporation shall cease, except the right to receive the Redemption Price therefor, without interest, upon surrender to the Corporation of the redemption price shall not certificates evidencing such shares, properly endorsed or assigned for transfer. If less than all of the outstanding shares of Series C Preferred Stock are to be duly made by the Corporation; at any time after notice of redemption is given as aforesaidredeemed, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with redeem a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies portion of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed of each holder pro rata based on the redemption date specified in the notice number of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to shares held by each such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporationholder.

Appears in 1 contract

Sources: Agreement and Plan of Merger (FBL Financial Group Inc)

Redemption at the Option of the Corporation. Subject (i) No sinking fund is provided for the Series A Preferred Stock. The Corporation shall not have the right to applicable law and Section 5 hereof, upon giving notice as hereinafter providedredeem the Series A Preferred Stock prior to the fifth anniversary of the Issue Date. On or after the fifth anniversary of the Issue Date, the Corporation may will have the right (but not the obligation) to redeem at any time (an “Optional Redemption”) all, but not less than all, the outstanding Series 51 Preference Shares, on payment of the Series A Preferred Stock then outstanding in accordance with this Section 6, for an amount of cash per Share, payable by wire transfer to the account or accounts designated in writing to the Corporation by such holder, equal to the product of (A) the Applicable Optional Redemption Price for each Percentage multiplied by (B) the sum of the Accrued Value of such share to be redeemedShare as of and including the Optional Redemption Date plus, in each casewithout duplication, together with dividends accrued but not yet compounded as of and unpaid dividends up to but excluding the through such date fixed for redemption(such amount, the whole constituting “Optional Redemption Price”). (ii) In case the Corporation exercises its Optional Redemption right to redeem all of the Series A Preferred Stock then outstanding pursuant to this Section 6(a), it shall fix a date for redemption price. The Corporation (each, an “Optional Redemption Date”) and it shall give mail a notice in writing of such Optional Redemption (an “Optional Redemption Notice”) not less than 45 days nor more than 60 30 days prior to the date on which the redemption is to take place to each person who at the date of giving such notice is the holder of Series 51 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed Optional Redemption Date to each holder of Series 51 Preference Shares to be redeemed A Preferred Stock at the its last address of such holder as it the same appears on the securities register Corporation’s stock register. The Optional Redemption Date must be a Business Day. For the avoidance of the Corporationdoubt, or in the case of joint holders, any holder may convert its Shares pursuant to Section 7(a) at any time prior to the address Close of Business on the date that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then is three (3) Business Days prior to the address of Optional Redemption Date. (iii) Each Optional Redemption Notice shall specify: (1) the Optional Redemption Date; (2) the Optional Redemption Price; (3) that on the Optional Redemption Date, the Optional Redemption Price will become due and payable upon each Share, and that any dividends thereon will cease to accumulate after the Optional Redemption Date; (4) the place or places where such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and surrendered for payment of the redemption price and shall also set out Optional Redemption Price; and (5) that holders may surrender their Shares for conversion at any time prior to the Close of Business on the date that is three (3) Business Days immediately preceding the Optional Redemption Date. Any delivered Optional Redemption Notice is irrevocable. (iv) If any Optional Redemption Notice has been given in respect of Shares in accordance with this Section 6(a), holders of Shares shall surrender any Shares that have not been converted prior to the related Optional Redemption Date to the Corporation on which the redemption is to take place, and on Optional Redemption Date at the place or places stated in the Redemption Notice for the payment in full of the Optional Redemption Price solely in cash. (v) From and after the date so specified for redemption Optional Redemption Date (unless the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch default in Canada of the Corporation’s bankers providing for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price Optional Redemption Price), (1) dividends will cease to accrue on Shares, (2) Shares shall not no longer be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or deemed outstanding and (3) all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited of Shares hereunder will terminate, except the right to receiving receive the proportion of Optional Redemption Price for each Share payable in full in cash on the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the CorporationOptional Redemption Date.

Appears in 1 contract

Sources: Securities Purchase Agreement (Surgery Partners, Inc.)

Redemption at the Option of the Corporation. Subject (A) In addition to applicable law and Section 5 hereof, upon giving notice as hereinafter provided, the Corporation may redeem at any time all, but not less than all, the outstanding Series 51 Preference Shares, on payment of the Applicable Redemption Price for each such share to be redeemed, in each case, together with accrued and unpaid dividends up to but excluding the date fixed for redemption, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days prior to the date on which the redemption is to take place to each person who at the date of giving such notice is the holder of Series 51 Preference Shares to be redeemed of the intention right of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same set forth in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the CorporationSection 3(A), or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaidabove, the Corporation shall have the right to deposit redeem all or a portion of the Series F Preferred Stock issued and outstanding at any time and from time to time, at its option, for cash. The redemption price of the Series F Preferred Stock pursuant to this Section 9 shall be an amount per share (the "Redemption Price") equal to (i) 105% of the Adjusted Liquidation Value as of the Redemption Date (as defined in subsection (B) below) during the period from August 15, 1997 through August 15, 1998; (ii) 104% of Adjusted Liquidation Value as of the Redemption Date during the period from August 16, 1998 through August 15, 1999; and (iii) 103% of the Adjusted Liquidation Value as of the Redemption Date at any time on or after August 16, 1999. (B) The Corporation may redeem all or a portion of any holder's shares of Series 51 Preference Shares F Preferred Stock by giving such holder not less than twenty (20) days nor more than (C) If fewer than all shares of the Series F Preferred Stock at any time outstanding shall be called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being maderedemption, such shares shall be redeemed on pro rata, by lot drawn or other manner deemed fair in the sole discretion of the Board of Directors to redeem one or more such shares without redeeming all such shares of Series F Preferred Stock. If a Redemption Notice shall have been so mailed, at least two Business Days prior to the Redemption Date the Corporation shall provide for payment of a sum sufficient to redeem the applicable number of shares of Series F Preferred Stock subject to redemption date specified either by (i) setting aside the sum required to be paid as the Redemption Price by the Corporation, separate and apart from its other funds, in trust for the account of the holder(s) of the shares of Series F Preferred Stock to be redeemed or (ii) depositing such sum in a bank or trust company (either located in the state where the principal executive office of the Corporation is maintained, such bank or trust company having a combined surplus of at least $20,000,000 according to its latest statement of condition, or such other bank or trust company as may be permitted by the Articles of Incorporation, or by law) as a trust fund, with irrevocable instructions and authority to the bank or trust company to give or complete the notice of redemption; redemption and to pay, on or after the Corporation has made a deposit as aforesaid with respect to any sharesRedemption Date, the holders thereof shall notapplicable Redemption Price on surrender of certificates evidencing the share(s) of Series F Preferred Stock so called for redemption and, in either event, from and after the redemption dateRedemption Date (a) the share(s) of Series F Preferred Stock shall be deemed to be redeemed, (b) such setting aside or deposit shall be entitled deemed to exercise any constitute full payment for such shares(s), (c) such share(s) so redeemed shall no longer be deemed to be outstanding, (d) the holder(s) thereof shall cease to be a shareholder of the Corporation with respect to such share(s), and (e) such holder(s) shall have no rights of shareholders in with respect thereof and thereto except the rights of right to receive the holders thereof Redemption Price for the applicable shares. Any interest on the funds so deposited shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong paid to the Corporation. Subject Any and all such redemption deposits shall be irrevocable except to applicable lawthe following extent: any funds so deposited which shall not be required for the redemption of any shares of Series F Preferred Stock because of any prior sale or (D) Holders whose shares of Series F Preferred Stock have been redeemed hereunder shall surrender the certificate or certificates representing such shares, redemption monies that are duly endorsed or assigned (unless such endorsement or assignment be waived by the Corporation), to the Corporation by mail, courier or personal delivery at the Corporation's principal executive office or other location so designated in the Redemption Notice, and upon the Redemption Date the Redemption Price shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be canceled and retired. In the event fewer than all of the shares represented by such certificates are redeemed, a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption new certificate shall be forfeited to issued representing the Corporationunredeemed shares.

Appears in 1 contract

Sources: Merger Agreement (American Realty Trust Inc)

Redemption at the Option of the Corporation. Subject (a) The Corporation, at its option, may redeem the Series A Preferred Shares, in whole or in part at any time, or from time to applicable law time, subject to Section 5(b), (i) within 120 days after the Trigger Date; and (ii) at any time after the fourth anniversary of the Issue Date, in such case, at a redemption price equal to the aggregate Liquidation Prefer ence of the Series A Preferred Shares being redeemed, plus the amounts indicated in Section 5 5(b) hereof, upon giving notice as hereinafter provided. (i) Upon any redemption of the Series A Preferred Shares pursuant to this Section 5, the Corporation may redeem at any time all, but not less than all, the outstanding Series 51 Preference Shares, on payment of the Applicable Redemption Price for each such share to be redeemed, in each case, together with shall pay all accrued and unpaid dividends up divi dends, if any, from the Trigger Date to but excluding the date fixed for redemptionredemption (the "Redemp tion Date"), without interest. If the Redemption Date falls after a dividend payment record date and prior to the corresponding Dividend Payment Date, then each holder of Series A Preferred Shares at the close of business on such dividend payment record date shall be entitled to the dividend payable on such shares on the corre sponding Dividend Payment Date notwithstanding the redemption of such shares before such Dividend Payment Date. Except as provided above, the whole constituting Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Shares called for redemption. In order to exercise its redemp tion option, the Corporation shall mail a notice of redemption to the holders of Series A Preferred Shares in accordance with Section 5(d) hereof, and, if required by law, issue a press release announcing the redemption price(the "Press Release"). The Corporation Redemp tion Date shall give be selected by the Corporation, shall be specified in the notice in writing of redemption and shall be not less than 45 30 days nor or more than 60 days prior to after the date on which the Corporation mails the notice of redemption is provided, however, that in the case of a redemption pursuant to take place to each person who at the date clause (i) of giving such notice is the holder of Series 51 Preference Shares to be redeemed of the intention of subsection (a), the Corporation shall give notice of its intention to redeem the Series A Preferred Shares on or before the 60th day following the Trigger Date (and in no event less than 10 days prior to the Redemption Date) and shall, subject to clause (b)(ii) below, consummate such shares. Any such notice shall be validly and effectively given redemption on or before the 60th day following the date on which it the Corporation mails the notice of redemption. The Corporation may not withdraw or revoke any notice of redemption. (ii) In the case of notice of redemption delivered pursuant to clause (i) of subsection (a), the holders of the Series A Preferred Shares shall have the right to postpone the proposed Redemption Date by up to 45 days by delivery to the Corporation, within five business days after the Company provides a notice of redemption, a notice (the "Tolling Notice") requesting such postponement. The delivery of a Tolling Notice will postpone the Redemption Date by the requested number of days and, if the new Redemption Date is sent more than 90 days after the Trigger Date, will extend the date by which the redemption must be consummated to the later of (I) the 60th day following the date on which the Corporation mails the notice of redemption and (II) the 30th day following the new Redemption Date. The holders of Series A Preferred shall have the right to deliver only one Tolling Notice. (c) If full cumulative dividends on the Series A Preferred Shares, commencing as of the date provided in Section 3(a), and any other class or series of Parity Shares of the Corporation have not been authorized and paid or authorized and set apart for payment, the Series A Preferred Shares or Parity Shares may not be redeemed under this Section 5 in part and the Corporation may not purchase or acquire the Series A Preferred Shares or any Parity Shares, other than pursuant to a purchase or exchange offer made on the same terms to all holders of Series A Preferred Shares or Parity Shares, as the case may be. (d) If the Corporation shall redeem shares of Series A Preferred Shares pursuant to paragraph (a) of this Section 5, notice of such redemption shall be given to each holder of record of the Series A Preferred Shares to be redeemed; provided that in the event the Corporation issues the Press Release, such notice shall be given and sent not more than four Business Days after the date on which the Corporation issues the Press Release. Such notice shall be provided by posting first class mail, postage prepaid, at such holder's address as the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register stock records of the Corporation, or, if required by law, by publication in The Wall Street Journal or in The New York Times, or if neither such newspaper is then being published, any other daily newspaper of national circulation. If the case Corporation elects to provide such notice by publication, it shall also promptly mail notice of joint holders, such redemption to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference A Preferred Shares to be redeemed. Such Neither the failure to mail any notice required by this paragraph (d), nor any defect therein or in the mailing thereof, to any particular holder, shall affect the sufficiency of the notice or the validity of the proceedings for redemption with respect to the other holders. Any notice that was mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each such mailed or published notice shall set out state, as appropriate: (1) the Redemption Date; (2) the number of Series A Preferred Shares to be redeemed and, if fewer than all the Series A Preferred Shares held by such holder are to be re deemed, the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference A Preferred Shares to be redeemed from such holder; (3) the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or at which certificates for such Series 51 Preference A Preferred Shares so called are to be surrendered for redemptioncertificates representing Common Shares; (4) the Conver sion Price and (5) that dividends on the shares to be redeemed shall cease to accrue on such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being Redemption Date except as otherwise provided herein. Notice having been published or by any other reasonable means the Corporation deems desirable; mailed as aforesaid, from and after the date specified in any Redemption Date (unless the Corporation shall fail to make available an amount of cash necessary to effect such noticeredemption), (i) except as otherwise provided herein, dividends on the Series 51 Preference A Preferred Shares so called for redemption shall cease to accrue, (ii) said shares shall no longer be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, deemed to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the sameoutstanding, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the (iii) all rights of the holders thereof as holders of Series A Preferred Shares of the Corporation, including, without limita tion, the conversion rights, shall cease (except the right to receive the amount payable upon surrender and endorsement of certificates representing Series A Preferred Shares for redemption). The Corporation's obligation to provide cash in accordance with the preceding sentence shall be limited to receiving deemed fulfilled if, on or before the proportion Redemption Date, the Corporation shall deposit with a bank or trust company (which may be an affiliate of the amounts Corporation) that has an office in the Borough of Manhattan, City of New York, and that has, or is an affiliate of a bank or trust company that has, a capital and surplus of at least $50,000,000, any cash necessary for such redemption, in trust, with irrevocable instructions that such cash be applied to the redemption of the Series A Preferred Shares so deposited applicable called for redemption. At the close of business on the Redemption Date, each holder of Series A Preferred Shares to be redeemed (unless the Corporation defaults in the delivery of the cash payable on such Redemption Date) shall cease to have any rights with respect to such sharesSeries A Preferred Shares, without interest, regardless of whether such holder has surrendered the certificates representing the Series A Preferred Shares. No interest shall accrue for the benefit of each holder of Series A Preferred Shares to be redeemed on any interest allowed on such deposit shall belong to cash so set aside by the Corporation. Subject to applicable lawescheat laws, redemption monies that are represented by a cheque which has not been presented to any such cash unclaimed at the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period end of six two years from the date specified Redemption Date shall revert to the general funds of the Corporation, after which reversion the holders of such shares so called for redemp tion shall look only to the general funds of the Corporation for the payment of such cash. As promptly as practicable after the surrender in accordance with said notice of the certificates for any such Series A Preferred Shares so re deemed (properly endorsed or assigned for transfer, if the Corporation shall so require and if the notice shall so state), such Series A Preferred Shares shall be exchanged for any cash (without interest thereon) for which such Series A Preferred Shares have been redeemed. If fewer than all of the outstanding Series A Preferred Shares are to be redeemed, the Series A Preferred Shares to be redeemed shall be selected by the Corporation from the outstanding Series A Preferred Shares not previously called for redemption by lot or pro rata (as nearly as may be) or by any other method determined by the Corporation in its sole discretion to be equitable. If fewer than all the Series A Preferred Shares represented by any certificate are redeemed, then new certificates representing the unredeemed Series A Preferred Shares shall be forfeited issued without cost to the Corporationholder thereof.

Appears in 1 contract

Sources: Stock Purchase Agreement (Reckson Associates Realty Corp)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter provided, (a) Preferred Stock may not be redeemed by the Corporation prior to the fourth anniversary of the Issue Date. On or after such date the Corporation, at its option, may redeem the shares of Preferred Stock, in whole or in part, out of funds legally available therefor, at any time allor from time to time, but not less than allsubject to the notice provisions and provisions for partial redemption described below, at the outstanding Series 51 Preference Sharesredemption price of $10.00 per share, on payment of the Applicable Redemption Price for each such share plus an amount equal to be redeemed, in each case, together with accrued and unpaid dividends up dividends, if any, to but excluding (and including) the date fixed for redemption, whether or not earned or declared (the whole constituting "Redemption Price"). (b) In the redemption price. The event the Corporation shall give redeem shares of Preferred Stock, notice in writing of such redemption shall be given by first class mail, postage prepaid, mailed not less than 45 days 30 nor more than 60 days prior to the date on which the redemption is to take place to each person who at the date of giving such notice is the holder of Series 51 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed date, to each holder of Series 51 Preference Shares record of the shares to be redeemed, at such holder's address as the same appears on the stock records of the Corporation. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Preferred Stock to be redeemed at and, if less than all the last address of shares held by such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares are to be redeemed. Such notice shall set out , the number of such Series 51 Preference Shares held by shares to be redeemed from such holder; (iii) the person to whom it is addressed which Redemption Price; (iv) the place or places where certificates for such shares are to be redeemed and surrendered for payment of the redemption price price; (v) the then current Conversion Price; and (vi) that dividends on the shares to be redeemed shall cease to accrue on such redemption date. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall also have been irrevocably deposited or set out aside, then, notwithstanding that the date on which certificates evidencing any shares of Preferred Stock so called for redemption shall not have been surrendered, the redemption is dividends with respect to take place, and on and the shares so called shall cease to accrue after the date so specified fixed for redemption the Corporation redemption, such shares shall pay or cause to no longer be paid to deemed outstanding, all rights of the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, shares as stockholders of the certificate or certificates for such Series 51 Preference Shares Company shall cease, and all rights whatsoever with respect to the shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada redemption (except the right of the Corporation’s bankers holders to receive the Redemption Price without interest upon surrender of their certificates therefor) shall terminate. Upon surrender in accordance with said notice of the certificates for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such noticeshares so redeemed (properly endorsed or assigned for transfer, if the Series 51 Preference Shares called for redemption Board of Directors shall cease to be entitled to dividends so require and the holders thereof notice shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being madeso state), such shares shall be redeemed on by the Corporation at the applicable Redemption Price aforesaid. If fewer than all the outstanding shares of Preferred Stock are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding shares of Preferred Stock not previously called for redemption date specified by lot or pro rata (as near as may be) or by any other method determined by the Board of Directors of the Corporation in its sole discretion to be equitable. If fewer than all the notice of redemption; after shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof. In the event that the Corporation has made a deposit as aforesaid with respect failed to pay accrued and unpaid dividends on the Preferred Stock, it may not redeem less than all of the then outstanding shares of the Notwithstanding the foregoing, if notice of redemption has been given pursuant to this Section 5 and any sharesholder of shares of Preferred Stock shall, prior to the holders thereof shall not, from and after close of business on the fifth business day prior to the redemption date, be entitled give written notice to exercise any the Corporation pursuant to Section 7(b) hereof of the rights conversion of shareholders in respect thereof and the rights any or all of the holders thereof shall shares to be limited to receiving the proportion of the amounts so deposited applicable to redeemed held by such holder (accompanied by a certificate or certificates for such shares, without interest, any interest allowed on such deposit shall belong duly endorsed or assigned to the Corporation. Subject ), then (i) the Corporation shall not have the right to applicable lawredeem such shares, redemption monies that are represented by a cheque (ii) the conversion of such shares to be redeemed shall become effective as provided in Section 7 and (iii) any funds which has not shall have been presented deposited for the payment of the Redemption Price for such shares shall be returned to the Corporation’s bankers Corporation immediately after such conversion (subject to declared dividends payable to holders of shares of Preferred Stock on the dividend payment record date for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited such dividends being so payable, to the Corporationextent set forth in Section 7 hereof, regardless of whether such shares are converted subsequent to such dividend payment record date and prior to the related dividend payment date).

Appears in 1 contract

Sources: Exchange Agreement (Goodrich Petroleum Corp)

Redemption at the Option of the Corporation. (a) Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter providedthe Act, the Corporation may shall, at its option, be entitled to redeem at any time all, but not less than all, the outstanding Series 51 Preference Shares, on payment or times all or any part of the Applicable Redemption Price for each Preferred Shares registered in the name of any holder of any such share Preferred Shares on the books of the Corporation with or without the consent of such holder by giving notice in writing to such holder specifying: (i) that the Corporation desires to redeem all or any part of the Preferred Shares registered in the name of such holder; (ii) if part only of the Preferred Shares registered in the name of such holder is to be redeemed, the number thereof to be so redeemed; (iii) the business day (in each case, together with accrued and unpaid dividends up this paragraph referred to but excluding as the date fixed for redemption, "Redemption Date") on which the whole constituting the redemption priceCorporation desires to redeem such Preferred Shares. The Corporation Such notice shall give notice in writing specify a Redemption Date which shall not be less than 45 30 days nor more than 60 days prior to after the date on which the redemption is to take place to each person who at the date of giving such notice is given by the Corporation or such shorter period of time as the Corporation and the holder of Series 51 Preference any such Preferred Shares may agree; and (iv) the place of redemption. (b) The Corporation shall, on the Redemption Date, redeem such Preferred Shares by paying to be redeemed such holder an amount equal to the Redemption Price on presentation and surrender of the intention certificate(s) for the Preferred Shares so called for redemption at such place as may be specified in such notice. The certificate(s) for such Preferred Shares shall thereupon be cancelled and the Preferred Shares represented thereby shall thereupon be redeemed. Such payment shall be made by delivery to such holder of a cheque payable in the amount of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on aggregate Redemption Price for the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Preferred Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on From and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such noticeRedemption Date, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders holder thereof shall not be entitled to exercise any of the rights of shareholders holders of Preferred Shares in respect thereof unless payment of the redemption price shall Redemption Price is not be duly made by on the Corporation; at any time after notice Redemption Date, or on presentation and surrender of redemption is given as aforesaid, the Corporation shall have certificate(s) for the right to deposit the redemption price of any or all Series 51 Preference Preferred Shares so called for redemption with a chartered bank or banks or with any trust company or trust companies redemption, whichever is later in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and which case the rights of the holders thereof shall be limited to receiving the proportion holder of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit Preferred Shares shall belong to remain unaffected until payment in full of the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the CorporationRedemption Price.

Appears in 1 contract

Sources: Combination Agreement (Ontario Teachers Pension Plan Board)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereofAt any time after [•], upon giving notice as hereinafter provided20262, the Corporation may shall have the right to redeem at any time all, but not less than all, the outstanding Series 51 Preference Shares, on payment of the Applicable Redemption Price for each such share Series A Convertible Preferred Stock then outstanding at a redemption price equal to be redeemedthe product of (x) the Fixed Liquidation Preference of the Series A Convertible Preferred Stock then outstanding and (y) 105%, in each case, together with plus accrued and unpaid dividends up to to, but excluding not including, the date fixed for of redemption, the whole constituting the redemption price. The Corporation may exercise its right to redeem the Series A Convertible Preferred Stock under this Section 6(b) by delivering a written notice (the “Redemption Notice”) thereof to all of the Holders and the date the Holders are given such notice is referred to as a “Redemption Notice Date”); provided that the Corporation shall give notice in writing not less than 45 days nor more than 60 days prior be required to deliver to the Holders a Solvency Opinion on or before the redemption date. Each Redemption Notice shall be irrevocable. Such Redemption Notice shall (A) state the date on which the redemption shall occur, which date shall be no later than 10 days after the Redemption Notice Date (or, if such date falls on a day that is not a Business Day, the next day that is a Business Day), and (B) state the redemption price per share of Series A Convertible Preferred Stock to take place be paid on the redemption date. Holders may continue to each person who at exercise their right to convert shares of Series A Convertible Preferred Stock after the Redemption Notice Date prior to the date of giving such notice is the holder of Series 51 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporationredemption; provided, or in the case of joint holdersfurther, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause not be permitted to be paid redeem the Series A Convertible Preferred Stock pursuant 2 Note to Draft: Sixth anniversary of Initial Issue Date. to this Section 6(b) if, as of the date of the Redemption Notice, RE Investor has validly delivered an Initial Notice pursuant to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such noticeReal Estate Agreement (each, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch as defined in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for aboveSection 6(c) for a period of six years from the date specified for redemption shall be forfeited to the Corporationbelow).

Appears in 1 contract

Sources: Investment Agreement (Albertsons Companies, Inc.)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter providedAt any time after the third anniversary of the Preferred Stock Issue Date, the Corporation may redeem may, at any time allits election, redeem, in whole but not less than allin part, the outstanding Series 51 Preference Shares, on payment any or all of the Applicable Redemption Price for shares of the then outstanding Preferred Stock at a per share purchase price equal to the Liquidation Preference of each such share of Preferred Stock to be redeemed, in each caseplus Accrued Dividends per share, together with accrued and unpaid dividends up if any, to but excluding the date fixed for of redemption, the whole constituting the redemption price. The Corporation shall give will mail or cause to be delivered to each holder of the Preferred Stock a written notice in writing of the Corporation's election to redeem shares of Preferred Stock not less than 45 days nor more than 60 thirty (30) days prior to the date on which set for the redemption. The notice will state (i) the total number of shares of the Preferred Stock being redeemed; (ii) the number of shares of the Preferred Stock held by the holder that the Corporation intends to redeem; (iii) the aggregate purchase price for the shares of Preferred Stock being redeemed; (iv) the redemption date; and (v) that the holder is to take place to each person who at the date of giving such notice is the holder of Series 51 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known surrender to the Corporation, provided that at the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity office of the redemption as to Corporation or the other holders of transfer agent for the Series 51 Preference Shares Preferred Stock, the certificate or certificates representing the Preferred Stock to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held be accompanied by a representation by the person Corporation to whom it is addressed which are to be redeemed and the effect that the consummation of the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption will not render the Corporation shall insolvent or unable to pay or cause its debts as they become due, as well as an opinion of counsel to be paid the Corporation in form and substance reasonably satisfactory to the holders of such Series 51 Preference Shares the Preferred Stock to be redeemed the effect that the consummation of the redemption price on presentation and surrender at any place will not conflict with or places within Canada designated by such notice, result in a breach or violation of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights terms or provisions of, or constitute a default (or an event that with the giving of shareholders in respect thereof unless payment notice or the lapse of time or both would constitute a default) under, or give rise to a right of termination, amendment, cancellation or acceleration of any right or obligation of the redemption price shall not be duly made by the Corporation; at Corporation or any time after notice of redemption is given as aforesaidits subsidiaries under, or give rise to a loss of any material benefit to which the Corporation shall have or any of its subsidiaries is entitled under, or require any consent, approval or authorization under, any indenture, credit agreement or other material agreement to which the Corporation or any of the subsidiaries is a party or by which any of them are bound or to which any of their property is subject, or give the holder of any note, debenture or other evidence of indebtedness the right to deposit require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Corporation or any of its subsidiaries. As soon as practical following the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies date and receipt of the certificate or certificates representing the sameshares of Preferred Stock so redeemed, the Corporation shall deliver to the holder the aggregate price payable in respect of the redeemed shares and a new certificate representing the unredeemed portion of the shares, if any. At the effective date of the redemption the redeemed shares shall no longer be deemed outstanding shares of Preferred Stock for any purpose and shall thereafter only be deemed to entitle the holder to receive the redemption price upon such deposit or deposits being made, surrender of the certificates formerly representing such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the CorporationPreferred Stock.

Appears in 1 contract

Sources: Securities Purchase Agreement (Cahoon Arthur L)

Redemption at the Option of the Corporation. Subject (a) The Series A Preferred Shares shall not be redeemable prior to applicable law and [●], 2022, except as set forth in Section 5 hereof6. At any time on or after [●], upon giving notice as hereinafter provided2022, the Corporation Corporation, at its option, may redeem redeem, in whole or in part, the Series A Preferred Shares, at any time alland from time to time, but not at a redemption price of (i) $1,120.00 per Series A Preferred Share (as may be adjusted for stock splits, recapitalizations, combinations, reclassifications and similar events which affect the Series A Preferred Shares), plus (ii) the amounts indicated in Section 5(b). If less than all, all of the outstanding Series 51 Preference Shares, on payment of the Applicable Redemption Price for each such share A Preferred Shares are to be redeemed, the Series A Preferred Shares to be redeemed may be selected by any equitable method determined by the Board of Directors provided that such method does not result in each casethe creation of fractional shares. (b) Upon any redemption of Series A Preferred Shares pursuant to this Section 5, together with the Corporation shall pay in full all accrued and unpaid dividends up to but excluding the date fixed in arrears for redemption, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days each Dividend Period ending on or prior to the Call Date. If the Call Date falls after a dividend payment record date on which and prior to the redemption is to take place to corresponding Dividend Payment Date, then each person who at the date of giving such notice is the holder of Series 51 Preference A Preferred Shares at the close of business on such dividend payment record date shall be entitled to be redeemed the dividend payable on such Shares on the corresponding Dividend Payment Date notwithstanding the redemption of such Shares before such Dividend Payment Date. Except as provided above, the intention Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Shares called for redemption. (c) If full cumulative dividends on the Series A Preferred Shares and any other class or series of Parity Shares of the Corporation shall not have been or contemporaneously are (i) authorized, declared and paid or (ii) declared and a sum sufficient for the payment thereof Set Apart for Payment for all past Dividend Periods that have ended and the then current Dividend Period, the Series A Preferred Shares may not be redeemed under this Section 5 and the Corporation may not purchase or acquire Series A Preferred Shares, otherwise than pursuant to redeem such shares. Any such notice a purchase or exchange offer made on the same terms to all holders of Series A Preferred Shares or pursuant to Article VII of the Charter. (d) Notice of the redemption of Series A Preferred Shares under this Section 5 shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent mailed by posting the same in a postage paid envelope addressed first-class mail to each holder of record of Series 51 Preference A Preferred Shares to be redeemed at the last address of each such holder as it appears shown on the securities register Corporation’s records, not less than thirty (30) nor more than ninety (90) days prior to the Call Date. Neither the failure to mail any notice required by this paragraph (e), nor any defect therein or in the mailing thereof, to any particular holder, shall affect the sufficiency of the Corporationnotice or the validity of the proceedings for redemption with respect to the other holders. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each such mailed notice shall state, as appropriate: (i) the Call Date; (ii) if less than all of the Series A Preferred Shares are to be redeemed, the number of Series A Preferred Shares to be redeemed; (iii) the redemption price set forth in Section 5(a) or Section 5(b), as applicable, plus accrued and unpaid dividends through the Call Date, including dividends required by Section 5(c) above; (iv) the place or places at which certificates, if any, for such Series A Preferred Shares are to be surrendered (or, in the case of joint holdersshares of Series A Preferred Share held in book-entry form, to the address Depositary the facilities of which such Series A Preferred Shares shall be redeemed); and (v) that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of dividends on the Series 51 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference A Preferred Shares to be redeemed the redemption price shall cease to accrue on presentation and surrender at any place or places within Canada designated by such noticeCall Date except as otherwise provided herein. Notice having been mailed as aforesaid, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any Call Date (unless the Corporation shall fail to make available an amount of cash necessary to effect such noticeredemption), (x) except as otherwise provided herein, dividends on the Series 51 Preference A Preferred Shares so called for redemption shall cease to accrue, (y) said Series A Preferred Shares shall no longer be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, deemed to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the sameoutstanding, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the (z) all rights of the holders thereof as holders of Series A Preferred Shares of the Corporation shall cease (except the right to receive cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required or, in the case of Series A Preferred Shares held in book-entry form through a Depositary, upon delivery of such shares in accordance with such notice and the procedures of such Depositary, and to receive any dividends payable thereon). The Corporation’s obligation to provide cash in accordance with the preceding sentence shall be limited to receiving deemed fulfilled if, on or before the proportion Call Date, the Corporation shall deposit with a bank or trust company (which may be an affiliate of the amounts Corporation) that has an office in the Borough of Manhattan, City of New York, and that has, or is an affiliate of a bank or trust company that has, capital and surplus of at least $500,000,000, funds necessary for such redemption, in trust, with irrevocable instructions that such cash be applied to the redemption of the Series A Preferred Shares so deposited applicable called for redemption. No interest shall accrue for the benefit of the holders of Series A Preferred Shares to such shares, without interest, be redeemed on any interest allowed on such deposit shall belong to cash so set aside by the Corporation. Subject to applicable lawescheat laws, any such cash unclaimed at the end of two (2) years from the Call Date shall revert to the general funds of the Corporation, after which reversion the holders of such Shares so called for redemption shall look only to the general funds of the Corporation for the payment of such cash. As promptly as practicable after the surrender or delivery in accordance with said notice of any such Series A Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and if the notice shall so state, or, in the case of shares of Series A Preferred Stock held in book-entry form through a Depositary, upon delivery of such shares in accordance with such notice and the procedures of such Depositary), such Shares shall be exchanged for any cash (without interest thereon) for which such Shares have been redeemed. (e) The deposit of funds with a bank or trust company for the purpose of redeeming Series A Preferred Shares shall be irrevocable except that: i. the Corporation shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and the holders of any shares redeemed shall have no claim to such interest or other earnings; and ii. any balance of monies that are represented so deposited by a cheque which has not been presented the Corporation and unclaimed by the holders of the Series A Preferred Shares entitled thereto at the expiration of two (2) years from the applicable redemption date shall be repaid, together with any interest or other earnings thereon, to the Corporation’s bankers , and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment of the redemption price without interest or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporationother earnings.

Appears in 1 contract

Sources: Merger Agreement (KBS Strategic Opportunity REIT, Inc.)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof(a) The Series B Preferred Shares shall be redeemable by the Corporation, upon giving notice as hereinafter providedat its option, the Corporation may redeem in whole at any time allor from time to time in part as set forth herein, but not less than all, subject to the outstanding following provisions. Series 51 Preference Shares, on payment of the Applicable Redemption Price for each such share to B Preferred Shares may be redeemed, in whole or in part, at the option of the Corporation, at any time by issuing and delivering to each caseholder for each Series B Preferred Share to be redeemed such number of authorized but previously unissued Common Shares as equals the Liquidation Preference (excluding any accumulated, together with accrued and unpaid dividends up dividends, if any, to but excluding the Call Date, which are to be paid in cash as provided below, whether or not earned or declared) per Series B Preferred Share divided by the Conversion Price as in effect as of the opening of business on the Call Date; provided that the Corporation may not issue to any holder a number of Common Shares that would result in such holder exceeding the Common Stock Ownership Limit then applicable to such holder; provided further that the Corporation shall deliver to each holder, as a condition to the redemption of Series B Shares pursuant to this paragraph, a certificate of an officer of the Corporation stating that the Corporation has not then commenced liquidation or bankruptcy proceedings and does not then have any intention of commencing any such proceedings. (b) Series B Preferred Shares shall be redeemed by the Corporation on the date fixed for specified in the notice to holders required under paragraph (d) of this Section 5 (the "Call Date"). The Call Date shall be selected by the Corporation, shall be specified in the notice of redemption, the whole constituting the redemption price. The Corporation and shall give notice in writing be not less than 45 days 30 day nor more than 60 days after the date notice of redemption is sent by the Corporation. Upon any redemption of Series B Preferred Shares pursuant to paragraph (a) of this Section 5, the Corporation shall pay in cash to the holder of such shares an amount equal to all accumulated, accrued, and unpaid dividends, if any, to the Call Date, whether or not earned or declare as provided in this paragraph. Immediately prior to authorizing any redemption of the Series B Preferred Shares, and as a condition precedent for such redemption, the Corporation, by resolution of its Board of Directors, shall declare a mandatory dividend on the Series B Preferred Shares, payable in cash on the Call Date in an amount equal to all accumulated, accrued, and unpaid dividends as of the Call Date on the Series B Preferred Shares to be redeemed, which amount shall be added to the redemption price, except to the extent such dividends are to be paid pursuant to the immediately following sentence. If the Call Date falls after a dividend payment record date and prior to the date on which the redemption is to take place to corresponding Dividend Payment Date, then each person who at the date of giving such notice is the holder of Series 51 Preference B Preferred Shares at the close of business on such dividend payment record date shall be entitled to be redeemed the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares prior to such Dividend Payment Date. Except as provided above, the intention Corporation shall make no payment or allowance for accumulated or accrued dividends on Series B Preferred Shares called for redemption or on the Common Shares issued upon such redemption. (c) If full cumulative dividends on the Series B Preferred Shares and any other class or series of Parity Shares of the Corporation have not been declared and paid or declared and set apart for payment, the Series B Preferred Shares may not be redeemed under this Section 5 in part and neither the Corporation nor any of its subsidiaries may purchase or acquire Series B Preferred Shares, otherwise than pursuant to redeem such shares. Any such notice a purchase or exchange offer made on the same terms to all holders of Series B Preferred Shares. (d) Notice of the redemption of any Series B Preferred Shares under this Section 5 shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent mailed by posting the same in a postage paid envelope addressed first-class mail to each holder of record of Series 51 Preference B Preferred Shares to be redeemed at the last address of each such holder as it appears shown on the securities register of Corporation's records, not less than 30 nor more than 90 days prior to the CorporationCall Date. Neither the failure to mail any notice required by this paragraph (d), nor any defect therein or in the case of joint holdersmailing thereof, to any particular holder, shall affect the address of that one whose name appears first in the securities register sufficiency of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure notice or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the proceedings for redemption as with respect to the other holders holders. Any notice which was mailed in the manner herein provided shall be conclu- sively presumed to have been duly given on the date mailed whether or not the holder receives the notice. Each such mailed notice shall state, as appropriate: (1) the Call Date; (2) the number of Series B Preferred Shares to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the number of Common Shares to be issued in redemption of the Series 51 Preference B Preferred Shares to be redeemed. Such notice shall set out ; (4) the number of place or places at which certificates for such Series 51 Preference Shares held by the person to whom it is addressed which shares are to be redeemed surrendered; (5) the then-current Conversion Price; and (6) that dividends on the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares shares to be redeemed the redemption price shall cease to accrue on presentation and surrender at any place or places within Canada designated by such noticeCall Date except as otherwise provided herein. Notice having been mailed as aforesaid, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any Call Date (unless the Corporation shall fail to make available an amount of Common Shares and cash necessary to effect such noticeredemption, including all accumulated, accrued, and unpaid dividends to the Call Date, whether or not earned or declared), (i) except as otherwise provided herein, dividends on the Series 51 Preference B Preferred Shares so called for redemption shall cease to be entitled to dividends and accumulate or accrue on the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference B Preferred Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named (except that, in the notice case of redemption a Call Date after a dividend payment record date and prior to the credit of a special account or accounts in trust for the respective corresponding Dividend Payment Date, holders of Series B Preferred Shares on the dividend payment record date will be entitled on such Dividend Payment Date to receive the dividend paid on such shares), to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being made, (ii) such shares shall no longer be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect deemed to any sharesbe outstanding, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the (iii) all rights of the holders thereof as holders of Series B Preferred Shares of the Corporation shall cease (except the rights to convert and to receive the Common Shares and/or cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any dividends payable thereon). The Corporation's obligation to provide Common Shares and/or cash in accordance with the preceding sentence shall be limited to receiving deemed fulfilled if, on or before the proportion Call Date, the Corporation shall deposit with a bank or trust company (which may be an affiliate of the amounts Corporation) that has an office in the Borough of Manhattan, City of New York, and that has, or is an affiliate of a bank or trust company that has, capital and surplus of at least $500,000,000, such number of Common Shares and such amount of cash as is necessary for such redemption, in trust, with irrevocable instructions that such Common Shares and/or cash be applied to the redemption of the Series B Preferred Shares so deposited applicable called for redemption. In the case of any redemption pursuant to such sharesparagraph (a)(i) of this Section 5, without interestat the close of business on the Call Date, any interest allowed each holder of Series B Preferred Shares to be redeemed (unless the Corporation defaults in the delivery of the Common Shares or cash payable on such deposit Call Date) shall belong be deemed to be the record holder of the Common Shares into which such Series B Preferred Shares are to be converted at redemption, regardless of whether such holder has surrendered the certificates representing the Series B Preferred Shares to be so redeemed. No interest shall accrue for the benefit of the holders of Series B Preferred Shares to be redeemed on any cash so set aside by the Corporation. Subject to applicable lawescheat laws, redemption monies that are represented by a cheque which has not been presented to any such cash unclaimed at the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period end of six two years from the date specified Call Date shall revert to the general funds of the Corporation, after which reversion the holders of such shares so called for redemption shall be forfeited look only to the Corporationgeneral funds of the Corporation for the payment of such cash. As promptly as practicable after the surrender in accordance with such notice of the certificates for any such shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and if the notice shall so state), such certificates shall be exchanged in accordance with such notice for certificates representing Common Shares and/or any cash (without interest thereon) for which such shares have been redeemed. If fewer than all the outstanding Series B Preferred Shares are to be redeemed, shares to be redeemed shall be selected by the Corporation from outstanding Series B Preferred Shares not previously called for redemption pro rata (as nearly as may be), by lot or by any other method determined by the Corporation in its sole discretion to be equitable. If fewer than all the Series B Preferred Shares represented by any certificate are redeemed, then new certificates representing the unredeemed shares shall be promptly issued without cost to the holder thereof. (e) In the case of any redemption pursuant to paragraph (a)(i) of this Section 5, (i) no fractional Common Shares or scrip representing fractions of Common Shares shall be issued upon redemption of the Series B Preferred Common Shares. Instead of any fractional interest in Common Shares that would otherwise be deliverable upon redemption of Series B Preferred Shares, the Corporation shall pay to the holder of such share an amount in cash (rounded to the nearest cent) based upon the Current Market Price of the Common Shares on the Trading Day immediately preceding the Call Date. If more than one share shall be surrendered for redemption at one time by the same holder, the number of full Common Shares issuable upon redemption thereof shall be computed on the basis of the aggregate number of Series B Preferred Shares so surrendered. (ii) the Corporation covenants that any Common Shares issued upon redemption of Series B Preferred Shares shall be validly issued, fully paid and non-assessable. The Corporation shall use its reasonable best efforts to list the Common Shares required to be delivered upon any such redemption of Series B Preferred Shares, prior to such redemption, upon each national securities exchange, if any, upon which the outstanding Common Shares are listed at the time of such delivery.

Appears in 1 contract

Sources: Purchase Agreement (Prudential Insurance Co of America)

Redemption at the Option of the Corporation. Subject (a) The Series C Partnership Preferred Units shall not be redeemable by the Partnership prior to applicable law August 12, 2008. On and Section 5 hereofafter August 12, upon giving notice as hereinafter provided2008, the Corporation Partnership, at its option, may redeem the Series C Partnership Preferred Units, in whole at any time allor from time to time in part, but not less than allin minimum increments of $10.0 million of aggregate Liquidation Preference of such units, the outstanding Series 51 Preference Shares, on payment out of funds legally available therefor at a redemption price payable in cash equal to 100% of the Applicable Redemption Price for each such share to be redeemedLiquidation Preference per Series C Partnership Preferred Units (plus all accumulated, in each case, together with accrued and unpaid dividends up distributions as provided in paragraph (b) below). (b) Upon any redemption of Series C Partnership Preferred Units pursuant to but excluding the date fixed for redemptionthis Section 5, the whole constituting Partnership shall pay all accrued and unpaid distributions, if any, thereon to the redemption priceCall Date, without interest. The Corporation shall give notice in writing not less than 45 days nor more than 60 days If the Call Date falls after a distribution payment record date and prior to the date on which the redemption is to take place to corresponding Distribution Payment Date, then each person who at the date of giving such notice is the holder of Series 51 Preference Shares C Partnership Preferred Units at the close of business on such distribution payment record date shall be entitled to the distribution payable on such units on the corresponding Distribution Payment Date notwithstanding any redemption of such units before such Distribution Payment Date. Except as provided above, the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series C Partnership Preferred Units called for redemption. (c) If full cumulative distributions on the Series C Partnership Preferred Units and any other class or series of Parity Units of the Partnership have not been declared and paid or declared and set apart for payment, the Series C Partnership Preferred Units may not be redeemed under this Section 5 in part, and the Partnership may not purchase or acquire Series C Partnership Preferred Units, otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of Series C Partnership Preferred Units. (d) Notice of the intention redemption of the Corporation to redeem such shares. Any such notice any Series C Partnership Preferred Units under this Section 5 shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent mailed by posting the same in a postage paid envelope addressed first-class mail or recognized overnight courier to each holder of record of Series 51 Preference Shares C Partnership Preferred Units to be redeemed at the last address of each such holder as it appears shown on the securities register of Partnership's records, not less than 30 nor more than 90 days prior to the CorporationCall Date. Neither the failure to mail any notice required by this paragraph (d), nor any defect therein or in the case of joint holdersmailing thereof, to any particular holder, shall affect the address of that one whose name appears first in the securities register sufficiency of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure notice or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the proceedings for redemption as with respect to the other holders holders. Each such mailed notice shall state, as appropriate: (1) the Call Date; (2) the number of Series C Partnership Preferred Units to be redeemed and, if fewer than all the Series 51 Preference Shares units held by such holder are to be redeemed. Such notice shall set out , the number of such Series 51 Preference Shares held by units to be redeemed from such holder; (3) the person to whom it is addressed redemption price; (4) the place or places at which certificates for such units are to be redeemed surrendered; (5) the then-current Conversion Price; and (6) that distributions on the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares units to be redeemed the redemption price shall cease to accrue on presentation and surrender at any place or places within Canada designated by such noticeCall Date except as otherwise provided herein. Notice having been mailed as aforesaid, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any Call Date (unless the Partnership shall fail to make available an amount of cash necessary to effect such noticeredemption), (i) except as otherwise provided herein, distributions on the Series 51 Preference Shares C Partnership Preferred Units so called for redemption shall cease to accrue, (ii) such units shall no longer be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, deemed to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the sameoutstanding, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the (iii) all rights of the holders thereof as holders of Series C Partnership Preferred Units shall cease (except the rights to receive the cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any distributions payable thereon). The Partnership's obligation to provide cash in accordance with the preceding sentence shall be limited deemed fulfilled if, on or before the Call Date, the Partnership shall deposit with a bank or trust company that has an office in the Borough of Manhattan, City of New York, and that has capital and surplus of at least $150,000,000, necessary for such redemption, in trust, with irrevocable instructions that such cash be applied to receiving the proportion redemption of the amounts Series C Partnership Preferred Units so deposited applicable called for redemption. No interest shall accrue for the benefit of the holders of Series C Partnership Preferred Units to such shares, without interest, be redeemed on any interest allowed on such deposit shall belong to cash so set aside by the CorporationPartnership. Subject to applicable lawescheat laws, redemption monies that are represented by a cheque which has not been presented to any such cash unclaimed at the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period end of six two years from the date specified Call Date shall revert to the general funds of the Partnership, after which reversion the holders of such units so called for redemption shall be forfeited look only to the Corporationgeneral funds of the Partnership for the payment of such cash. As promptly as practicable after the surrender in accordance with such notice of the certificates for any such units so redeemed (properly endorsed or assigned for transfer, if the Partnership shall so require and if the notice shall so state), such units shall be exchanged for any cash (without interest thereon) for which such units have been redeemed. If fewer than all the outstanding Series C Partnership Preferred Units are to be redeemed, units to be redeemed shall be selected by the Partnership from outstanding Series C Partnership Preferred Units not previously called for redemption pro rata (as nearly as may be), by lot or by any other method determined by the Partnership in its sole discretion to be equitable. If fewer than all the Series C Partnership Preferred Units evidenced by any certificate are redeemed, then new certificates evidencing the unredeemed Series C Partnership Preferred Units shall be issued without cost to the holder thereof.

Appears in 1 contract

Sources: First Amendment to the First Amended and Restated Agreement of Limited Partnership (Westfield America Inc)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter provided, the (a) The Corporation may redeem at its option at any time all, but not less than all, from the date of issue redeem all or from time to time any pan of the outstanding Series 51 Preference Shares, 7% cumulative preference shares on payment of to the Applicable Redemption Price holders thereof, for each such share to be redeemed, in each casean amount equal to $10.00 and all unpaid cumulative dividends, together with whether or not declared, which shall have accrued thereon and unpaid dividends which, for such purpose, shall be treated as accruing up to but excluding the date fixed for redemption, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days prior to the date on of such redemption (less the amount of any tax which the redemption Corporation is required to take place and does withhold tax therefrom). (b) Before redeeming any 7% cumulative preference shares the Corporation shall mail to each person who who, at the date of giving such notice mailing, is the a registered holder of Series 51 Preference Shares shares to be redeemed redeemed, notice of the intention of the Corporation to redeem such shares. Any shares held by such registered holder; such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent mailed by posting the same in a postage paid envelope ordinary prepaid post addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register records of the Corporation as one of such joint holders or, in the event of the address of any such holder not so appearingappearing on the record of the Corporation, then to the last known address of such holder as known to holder, at least 30 days before the Corporation, provided that the accidental failure or omission to give any date specified for redemption; such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares to be redeemed. Such notice shall set out the number redemption price, the date on which redemption is to take place and, if par only of such Series 51 Preference Shares the shares held by the person to whom it is addressed which are is to be redeemed and redeemed, the redemption price and shall also set out the date number thereof so to be redeemed; on which the redemption is to take place, and on and or after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price to the registered holders of the shares to be redeemed, on presentation and surrender of the certificates for the shares so called for redemption at any such place or places within Canada designated by as may be specified in such notice, of and the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shares shall thereupon be cancelled, and the shares represented thereby shall thereupon be redeemed. In case a part only of the outstanding 7% cumulative preference shares is at any time to be redeemed, the shares to be redeemed shall be made selected, at the option of the directors, either by cheque payable lot in such manner as the directors in their sole discretion shall determine or as nearly as may be pro rata (disregarding fractions) according to the number of 7% cumulative preference shares held by each holder. In case a part only of the 7% cumulative preference shares represented by any certificate shall be redeemed, a new certificate for the balance shall be issued at par at any branch in Canada the expense of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from . From and after the date specified for redemption in any such notice, the Series 51 Preference Shares holders of the shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof thereof, except to receive the redemption price, unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice Corporation in accordance with the foregoing provisions, in which case the rights of the holders of such shares shall remain unimpaired. On or before the date specified for redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares the shares called for redemption in a preference account with a any chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to be paid without interest, to or to the credit order of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively shares called for redemption upon presentation and surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the samesame and, and upon such deposit or deposits being made, the shares in respect whereof such shares deposit shall have been made shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the several holders thereof thereof, after such deposit, shall be limited to receiving the proportion receiving, out of the amounts moneys so deposited applicable to such sharesdeposited, without interest, any interest allowed on the redemption price applicable to their respective shares against presentation and surrender of the certificates representing such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporationshares.

Appears in 1 contract

Sources: Loan Agreement (Adb Systems International LTD)

Redemption at the Option of the Corporation. Subject (a) The Series D Partnership Preferred Units shall not be redeemable by the Partnership prior to applicable law August 12, 2008. On and Section 5 hereofafter August 12, upon giving notice as hereinafter provided2008, the Corporation Partnership, at its option, may redeem the Series D Partnership Preferred Units, in whole at any time allor from time to time in part, but not less than allin minimum increments of $10.0 million of aggregate Liquidation Preference of such units, the outstanding Series 51 Preference Shares, on payment out of funds legally available therefor at a redemption price payable in cash equal to 100% of the Applicable Redemption Price for each such share to be redeemedLiquidation Preference per Series D Partnership Preferred Unit (plus all accumulated, in each case, together with accrued and unpaid dividends up distributions as provided in paragraph (c) below). (b) In the event that WHL and its subsidiaries and the trustee of Westfield America trust on behalf of Westfield America Trust do not vote to but excluding approve the date fixed for redemptionconversion of the Corporation's Series D Equity Shares into Common Equity Shares at the Corporation's 1999 Annual Shareholder Meeting or at any other meeting of the Corporation's shareholders at which such proposal is raised, the Partnership shall have the right to redeem the Series D Partnership Preferred Units, in whole constituting or in part, out of funds legally available therefor at a redemption price payable in cash equal to 100% of the Liquidation Preference per Series D Partnership Preferred Unit (plus all accumulated, accrued and unpaid distributions as provided in paragraph (c) below). (c) Upon any redemption priceof Series D Partnership Preferred Units pursuant to this Section 5, the Partnership shall pay all accrued and unpaid distributions, if any, thereon to the Call Date, without interest. The Corporation shall give notice in writing not less than 45 days nor more than 60 days If the Call Date falls after a distribution payment record date and prior to the date on which the redemption is to take place to corresponding Distribution Payment Date, then each person who at the date of giving such notice is the holder of Series 51 Preference Shares D Partnership Preferred Units at the close of business on such distribution payment record date shall be entitled to the distribution payable on such units on the corresponding Distribution Payment Date notwithstanding any redemption of such units before such Distribution Payment Date. Except as provided above, the Partnership shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series D Partnership Preferred Units called for redemption. (d) If full cumulative distributions on the Series D Partnership Preferred Units and any other class or series of Parity Units of the Partnership have not been declared and paid or declared and set apart for payment, the Series D Partnership Preferred Units may not be redeemed under this Section 5 in part, and the Partnership may not purchase or acquire Series D Partnership Preferred Units, otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of Series D Partnership Preferred Units. (e) Notice of the intention redemption of the Corporation to redeem such shares. Any such notice any Series D Partnership Preferred Units under this Section 5 shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent mailed by posting the same in a postage paid envelope addressed first-class mail or recognized overnight courier to each holder of record of Series 51 Preference Shares D Partnership Preferred Units to be redeemed at the last address of each such holder as it appears shown on the securities register of Partnership's records, not less than 30 nor more than 90 days prior to the CorporationCall Date. Neither the failure to mail any notice required by this paragraph (e), nor any defect therein or in the case of joint holdersmailing thereof, to any particular holder, shall affect the address of that one whose name appears first in the securities register sufficiency of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure notice or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the proceedings for redemption as with respect to the other holders holders. Each such mailed notice shall state, as appropriate: (1) the Call Date; (2) the number of Series D Partnership Preferred Units to be redeemed and, if fewer than all the Series 51 Preference Shares units held by such holder are to be redeemed. Such notice shall set out , the number of such Series 51 Preference Shares held by units to be redeemed from such holder; (3) the person to whom it is addressed redemption price; (4) the place or places at which certificates for such units are to be redeemed surrendered; (5) the then-current Conversion Price; and (6) that distributions on the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares units to be redeemed the redemption price shall cease to accrue on presentation and surrender at any place or places within Canada designated by such noticeCall Date except as otherwise provided herein. Notice having been mailed as aforesaid, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any Call Date (unless the Partnership shall fail to make available an amount of cash necessary to effect such noticeredemption), (i) except as otherwise provided herein, distributions on the Series 51 Preference Shares D Partnership Preferred Units so called for redemption shall cease to accrue, (ii) such units shall no longer be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, deemed to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the sameoutstanding, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the (iii) all rights of the holders thereof as holders of Series D Partnership Preferred Units shall cease (except the rights to receive the cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any distributions payable thereon). The Partnership's obligation to provide cash in accordance with the preceding sentence shall be limited deemed fulfilled if, on or before the Call Date, the Partnership shall deposit with a bank or trust company that has an office in the Borough of Manhattan, City of New York, and that has capital and surplus of at least $150,000,000, necessary for such redemption, in trust, with irrevocable instructions that such cash be applied to receiving the proportion redemption of the amounts Series D Partnership Preferred Units so deposited applicable called for redemption. Notwithstanding the foregoing, the Partnership shall, in the first instance, send the money to such shares, without interest, any holder of Series D Partnership Preferred Units that has notified the Partnership in writing of the location of delivery of funds. No interest allowed shall accrue for the benefit of the holders of Series D Partnership Preferred Units to be redeemed on such deposit shall belong to any cash so set aside by the CorporationPartnership. Subject to applicable lawescheat laws, redemption monies that are represented by a cheque which has not been presented to any such cash unclaimed at the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period end of six two years from the date specified Call Date shall revert to the general funds of the Partnership, after which reversion the holders of such units so called for redemption shall be forfeited look only to the Corporationgeneral funds of the Partnership for the payment of such cash. As promptly as practicable after the surrender in accordance with such notice of the certificates for any such units so redeemed (properly endorsed or assigned for transfer, if the Partnership shall so require and if the notice shall so state), such units shall be exchanged for any cash (without interest thereon) for which such units have been redeemed. If fewer than all the outstanding Series D Partnership Preferred Units are to be redeemed, units to be redeemed shall be selected by the Partnership from outstanding Series D Partnership Preferred Units not previously called for redemption pro rata (as nearly as may be), by lot or by any other method determined by the Partnership in its sole discretion to be equitable. If fewer than all the Series D Partnership Preferred Units evidenced by any certificate are redeemed, then new certificates evidencing the unredeemed Series D Partnership Preferred Units shall be issued without cost to the holder thereof.

Appears in 1 contract

Sources: First Amendment to the First Amended and Restated Agreement of Limited Partnership (Westfield America Inc)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereofAt any time after [•], upon giving notice as hereinafter provided20262, the Corporation may shall have the right to redeem at any time all, but not less than all, the outstanding Series 51 Preference Shares, on payment of the Applicable Redemption Price for each such share Series A-1 Convertible Preferred Stock then outstanding at a redemption price equal to be redeemedthe product of (x) the Fixed Liquidation Preference of the Series A-1 Convertible Preferred Stock then outstanding and (y) 105%, in each case, together with plus accrued and unpaid dividends up to to, but excluding not including, the date fixed for of redemption, the whole constituting the redemption price. The Corporation may exercise its right to redeem the Series A-1 Convertible Preferred Stock under this Section 6(b) by delivering a written notice (the “Redemption Notice”) thereof to all of the Holders and the date the Holders are given such notice is referred to as a “Redemption Notice Date”); provided that the Corporation shall give notice in writing not less than 45 days nor more than 60 days prior be required to deliver to the Holders a Solvency Opinion on or before the redemption date. Each Redemption Notice shall be irrevocable. Such Redemption Notice shall (A) state the date on which the redemption shall occur, which date shall be no later than 10 days after the Redemption Notice Date (or, if such date falls on a day that is 2 Note to take place Draft: Sixth anniversary of Initial Issue Date. not a Business Day, the next day that is a Business Day), and (B) state the redemption price per share of Series A-1 Convertible Preferred Stock to each person who at be paid on the redemption date. Holders may continue to exercise their right to convert shares of Series A-1 Convertible Preferred Stock after the Redemption Notice Date prior to the date of giving such notice is the holder of Series 51 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporationredemption; provided, or in the case of joint holdersfurther, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause not be permitted to be paid redeem the Series A-1 Convertible Preferred Stock pursuant to this Section 6(b) if, as of the date of the Redemption Notice, RE Investor has validly delivered an Initial Notice pursuant to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such noticeReal Estate Agreement (each, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch as defined in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for aboveSection 6(c) for a period of six years from the date specified for redemption shall be forfeited to the Corporationbelow).

Appears in 1 contract

Sources: Investment Agreement (Albertsons Companies, Inc.)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter provided(i) In connection with or following any Specified Event, the Corporation Corporation, at its option and (if applicable) subject to consummation of such Specified Event, may redeem at any time all, but not less than all, the outstanding Series 51 Preference Shares, on payment (out of funds legally available therefor) for cash all of the Applicable Series 8 Convertible Preferred Shares then outstanding at a price (the “Redemption Price for each Price”) per Series 8 Convertible Preferred Share equal to the greater of (i) the Base Liquidation Preference per such share to be redeemed, in each case, together with Series 8 Convertible Preferred Share plus all accrued and unpaid dividends up thereon and (ii) an amount equal to but excluding the amount the holder of such Series 8 Convertible Preferred Shares would have received in respect of such Series 8 Convertible Preferred Share had such holder converted such Series 8 Convertible Preferred Share into Class A Shares immediately prior to such redemption based on the Current Market Price, in each case on the date fixed for redemptionof redemption (the “Redemption Date”). (ii) If the Corporation elects to redeem the Series 8 Convertible Preferred Shares pursuant to this SECTION 7, the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days on or prior to the date on which fifteenth (15th) Business Day prior to the applicable Redemption Date, the Corporation shall mail a written notice of redemption is (the “Redemption Notice”) by first-class mail addressed to take place to each person who at the date holders of giving such notice is the holder of Series 51 Preference Shares to be redeemed record of the intention of Series 8 Convertible Preferred Shares as they appear in the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register records of the Corporation; provided, or in the case of joint holdershowever, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid notice to one or more of such holders shall not affect the validity of such redemption. The Redemption Notice must state: (A) the expected Redemption Price as of the expected Redemption Date, and specify the individual components thereof (it being understood that the actual Redemption Price will be determined as of the actual Redemption Date); (B) the name of the redemption as agent to whom, and the other holders address of the place to where, the Series 51 Preference 8 Convertible Preferred Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified surrendered for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price Redemption Price; (C) if applicable, that the consummation of the Redemption and the payment of the Redemption Price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption subject to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies consummation of the certificate or certificates representing the sameSpecified Event, and upon such deposit or deposits being made, such shares shall be redeemed on (D) the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporationanticipated Redemption Date.

Appears in 1 contract

Sources: Letter Agreement (MDC Partners Inc)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof, upon giving notice as hereinafter provided(a) At any time after the seventh (7th) anniversary of the Original Issuance Date, the Corporation may redeem at any time all, shall have the right (but not less than allthe obligation) (a “Redemption Right”) to redeem any or all of the then-outstanding shares of Series A Preferred Stock, at a redemption price per share of Series A Preferred Stock (payable by the Corporation in cash) equal to the sum of (i) the Liquidation Preference of the shares of Series A Preferred Stock to be redeemed plus (ii) the Accrued Dividends with respect to such shares of Series A Preferred Stock as of the applicable Redemption Date (such price, the outstanding “Redemption Price”); provided, however, that, if the Redemption Date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date, then (A) on such Dividend Payment Date, such Dividend will be paid to the Holder of each share of Series 51 Preference Shares, on payment A Preferred Stock as a Cash Dividend as of the Applicable close of business on the applicable Dividend Record Date for such Dividend, notwithstanding the Corporation’s exercise of the Redemption Right and (B) the amount of such Cash Dividend will not be included in the Redemption Price. In connection with any such redemption, a written notice (a “Notice of Redemption”) shall be sent by or on behalf of the Corporation to the Holders as they appear in the records of the Corporation pursuant to Section 10(b). The Redemption Price for shall be paid to the Holders in cash and on a pro rata basis such that each Holder shall be entitled to receive, with respect to each single share of Series A Preferred Stock held by such Holder, the same amount of cash as each other Holder is entitled to receive with respect to each share of Series A Preferred Stock held by such other Holder. (b) A Notice of Redemption shall be provided to be redeemed, in each case, together with accrued Holders at least ten (10) days and unpaid dividends up to but excluding not more than sixty (60) days before the date fixed for redemptionany redemption pursuant to Section 10(a). Any Notice of Redemption mailed or delivered as provided in this Section 10(b) shall be conclusively presumed to have been duly given, the whole constituting the redemption price. The Corporation shall whether or not any applicable Holder receives such notice, but failure to duly give notice in writing not less than 45 days nor more than 60 days prior to the date on which the redemption is to take place to each person who at the date of giving such notice is the holder of Series 51 Preference Shares to be redeemed of the intention of the Corporation to redeem such shares. Any by mail or delivery, or any defect in such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holdersmailing or delivery thereof, to the address any Holder of that one whose name appears first in the securities register shares of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then Series A Preferred Stock designated for redemption pursuant to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders Section 10(a) shall not affect the validity of the proceedings for the redemption as of any other share(s) of Series A Preferred Stock to the other holders extent that such failure to duly give notice or any defect in such notice or the mailing or delivery thereof (in each case, to the extent such failure or defect is not promptly cured or corrected) does not materially prejudice any such Holder. Each Notice of Redemption given to a holder shall include: (i) the Redemption Date; (ii) the number of shares of Series 51 Preference Shares A Preferred Stock to be redeemed; (iii) with respect to each share of Series A Preferred Stock, the Redemption Price; and (iv) the procedures that Holders of shares of Series A Preferred Stock must follow in order for their shares of Series A Preferred Stock to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporation.

Appears in 1 contract

Sources: Investment Agreement (OUTFRONT Media Inc.)

Redemption at the Option of the Corporation. Subject (a) The Corporation, at its option, may redeem shares of Series _____ Preferred Stock, in whole or from time to applicable law time in part, as set forth herein, subject to the provisions described below: (i) Shares of Series _____ Preferred Stock may be redeemed, in whole or in part, at the option of the Corporation, at any time by issuing and Section 5 hereofdelivering to each holder for each share of Series _____ Preferred Stock to be redeemed such number of authorized but previously unissued shares of Common Stock as equals the Liquidation Preference (which excludes any accumulated, upon giving notice accrued and unpaid dividends which are to be paid in cash as hereinafter provided below) per share of Series _____ Preferred Stock divided by the Conversion Price as in effect as of the opening of business on the Call Date (as defined in paragraph (b) below); provided, however, that the Corporation may redeem at shares of Series _____ Preferred Stock pursuant to this paragraph (a)(i) only if for ten (10) Trading Days, within any time allperiod of thirty (30) consecutive Trading Days, but not less than allincluding the last Trading Day of such 30-Trading Day period, the outstanding Series 51 Preference Shares, on payment Current Market Price of the Applicable Redemption Common Stock on each of such ten (10) Trading Days equals or exceeds the Conversion Price for each in effect on such share to Trading Day. (ii) Shares of Series _____ Preferred Stock may be redeemed, in each casewhole or in part, together with at the option of the Corporation at any time out of funds legally available therefor at a redemption price payable in cash equal to the Liquidation Preference per share of Series _____ Preferred Stock (plus all accumulated, accrued and unpaid dividends up as provided below). (iii) In the event of a redemption pursuant to Section 5(a)(i), the Corporation shall pay in cash all cumulative, accrued and unpaid dividends for all Dividend Periods ending prior to the Dividend Period in which the redemption occurs; but excluding no dividend shall accrue or be payable on the Series _____ Preferred Stock to be redeemed for the Dividend Period in which the redemption occurs unless the Call Date is after the record date for the dividend payable on the Common Stock for such Dividend Period in which event such dividend with respect to the Series _____ Preferred Stock shall accrue and be payable from the period beginning of the Dividend Period in which the redemption occurs and ending on the Call Date. In the event of a redemption pursuant to Section 5(a)(ii), the Corporation shall pay in cash all cumulative, accrued and unpaid dividends for all Dividend Periods ending prior to the Dividend Period in which the redemption occurs, plus the dividend (determined by reference to the Base Rate if the Call Date precedes the date fixed on which the dividend on the Common Stock is declared for redemptionsuch Dividend Period) accrued from the beginning of the Dividend Period in which the redemption occurs and ending on the Call Date. (b) In order to exercise the redemption option of the Corporation described in Section 5(a), the whole constituting Corporation shall send a notice of redemption to holders of record and shares of Series _____ Preferred Stock shall be redeemed by the redemption priceCorporation on the date specified in the notice to holders of record (the "Call Date"). The Corporation Call Date shall give be selected by the Corporation, shall be specified in the notice in writing of redemption and shall be not less than 45 20 days nor more than 60 days after the date notice of redemption is sent by the Corporation. In the event of a redemption pursuant to Section 5(a)(i) or 5(a)(ii), if the Call Date falls after a dividend payment record date and prior to the corresponding Dividend Payment Date, then (i) in the event of a redemption pursuant to Section 5(a)(i) each holder of Series _____ Preferred Stock at the close of business on such dividend payment record date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares prior to such Dividend Payment Date and (ii) in the event of a redemption pursuant to Section 5(a)(ii), each holder of Series _____ Preferred Stock at the close of business on such dividend payment record date shall be entitled to the portion of the dividend accrued from the beginning of the Dividend Period in which the redemption is occurs and ending on the Call Date notwithstanding the redemption of such shares prior to take place to each person who at such Dividend Payment Date. Except as provided above, the date of giving such notice is the holder Corporation shall make no payment or allowance for accumulated or accrued dividends on shares of Series 51 Preference Shares to be redeemed _____ Preferred Stock called for redemption or on the shares of the intention Common Stock issued upon such redemption. (c) If full cumulative dividends on all outstanding shares of Series _____ Preferred Stock and any other class or series of Parity Stock of the Corporation have not been paid or declared and set apart for payment, no shares of Series _____ Preferred Stock may be redeemed unless all outstanding shares of Series _____ Preferred Stock are simultaneously redeemed and neither the Corporation nor any affiliate of the Corporation may purchase or acquire shares of Series _____ Preferred Stock, otherwise than pursuant to redeem a purchase or exchange offer made on the same terms to all holders of shares of Series _____ Preferred Stock. (d) Notice of redemption shall be provided by first class mail, postage prepaid, telecopy or overnight courier at such sharesholder's address as the same appears on the stock records of the Corporation. Any such notice which was mailed in the manner herein provided shall be validly and effectively conclusively presumed to have been duly given on the date on which it is mailed or sent and such whether or not the holder receives the notice. Each notice shall be given and sent by posting state, as appropriate: (1) the same in a postage paid envelope addressed to each holder Call Date; (2) the number of shares of Series 51 Preference Shares _____ Preferred Stock to be redeemed at the last address of and, if fewer than all such shares held by such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares are to be redeemed. Such notice shall set out , the number of such shares to be redeemed from such holder; (3) whether redemption will be for shares of Common Stock pursuant to paragraph (a)(i) of this Section 5 or for cash pursuant to paragraph (a)(ii) of this Section 5, and, if redemption will be for Common Stock, the number of shares of Common Stock to be issued with respect to each share of Series 51 Preference Shares held by _____ Preferred Stock to be redeemed; (4) the person to whom it is addressed place or places at which certificates for such shares are to be redeemed surrendered for certificates representing shares of Common Stock; and (5) the redemption price and shall also set out the date on which the redemption is to take placethen-current Conversion Price. Notice having been mailed or sent as aforesaid, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any Call Date (unless the Corporation shall fail to issue and make available the number of shares of Common Stock and/or amount of cash necessary to effect such noticeredemption), (i)except as otherwise provided herein, dividends on the shares of Series 51 Preference Shares _____ Preferred Stock so called for redemption shall cease to be entitled to dividends and accumulate or accrue on the holders thereof shall not be entitled to exercise any shares of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares _____ Preferred Stock called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named (except that, in the notice case of redemption a Call Date after a dividend record date and prior to the credit of a special account or accounts in trust for the respective related Dividend Payment Date, holders of Series _____ Preferred Stock on the dividend record date will be entitled on such Dividend Payment Date to receive the dividend payable on such shares), (ii) said shares shall no longer be deemed to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the sameoutstanding, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the (iii) all rights of the holders thereof as holders of Series _____ Preferred Stock of the Corporation shall cease (except the rights to receive the shares of Common Stock and/or cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any dividends payable thereon). As promptly as practicable after the surrender in accordance with said notice of the certificates for any such shares so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and if the notice shall so state), such certificates shall be limited exchanged for certificates representing shares of Common Stock and/or any cash (without interest thereon) for which such shares have been redeemed in accordance with such notice. If fewer than all the outstanding shares of Series _____ Preferred Stock are to receiving be redeemed, shares to be redeemed shall be selected by the proportion Corporation from outstanding shares of Series _____ Preferred Stock not previously called for redemption by lot or, with respect to the amounts so deposited applicable to number of shares of Series _____ Preferred Stock held of record by each holder of such shares, pro rata (as nearly as may be) or by any other method as may be determined by the Board of Directors in its discretion to be equitable. If fewer than all the shares of Series _____ Preferred Stock represented by any certificate are redeemed, then a new certificate representing the unredeemed shares shall be issued without interest, any interest allowed on such deposit shall belong cost to the Corporationholders thereof. (e) In the case of any redemption pursuant to paragraph (a)(i) of this Section 5, no fractional shares of Common Stock or scrip representing fractions of shares of Common Stock shall be issued upon redemption of the shares of Series _____ Preferred Stock. Subject to applicable lawInstead of any fractional interest in a share of Common Stock that would otherwise be deliverable upon redemption of shares of Series _____ Preferred Stock, redemption monies that are represented by a cheque which has not been presented the Corporation shall pay to the Corporation’s bankers for payment or that otherwise remain unclaimed holder of such share an amount in cash (including monies held computed to the nearest cent) based upon the Current Market Price of the Common Stock on deposit as provided for above) for a period of six years from the date specified Trading Day immediately preceding the Call Date. If more than one share shall be surrendered for redemption at one time by the same holder, the number of full shares of Common Stock issuable upon redemption thereof shall be forfeited computed on the basis of the aggregate number of shares of Series _____ Preferred Stock so surrendered. (f) In the case of any redemption pursuant to paragraph (a)(i) of this Section 5, the CorporationCorporation covenants that any shares of Common Stock issued upon redemption of shares of Series _____ Preferred Stock shall be validly issued, fully paid and non-assessable.

Appears in 1 contract

Sources: Stock Option Agreement (Dynex Capital Inc)

Redemption at the Option of the Corporation. Subject Shares of Series A Preferred Stock shall not be redeemable by the Corporation at any time prior to applicable law the second anniversary of the Original Issue Date. On and Section 5 hereofafter the second (2nd) anniversary of the Original Issue Date, upon giving notice as hereinafter providedat the option of the Corporation, the Corporation may fix a date (the "Redemption Date") on which it shall redeem at any time all, all (but not less than all, the outstanding Series 51 Preference Shares, on payment ) of the Applicable Redemption Price for then outstanding shares of Series A Preferred Stock by paying in cash, out of funds legally available therefor, to the holders thereof and in respect of each such share of Series A Preferred Stock, the Redemption Price (as defined below), (i) at any time prior to be redeemedthe fourth anniversary of the Original Issue Date but only in the event that the average bid price of the Common Stock of the Corporation exceeds Five and No/100 Dollars ($5.00) per share (without giving effect to any stock splits, in stock dividends or recapitalizations after the Original Issue Date), with respect to each case, together with accrued and unpaid dividends up to but excluding of the twenty (20) consecutive Trading Days (as defined below) immediately preceding the date fixed for redemptionof the Redemption Notice (as defined in Section 7(b) below); or (ii) at any time on or after the fourth anniversary of the Original Issue Date. A holder of Series A Preferred Stock may elect, by written notice delivered to the whole constituting the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 ten (10) days prior to the date on which Redemption Date, to waive its right to have redeemed all (but not less than all) of the redemption is to take place to each person who at the date of giving such notice is the holder shares of Series 51 Preference Shares A Preferred Stock held by such holder which are eligible to be redeemed of the intention of the Corporation to redeem on such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the CorporationRedemption Date, provided that on such Redemption Date each such share of Series A Preferred Stock which is not redeemed shall be converted automatically into shares of Common Stock at the accidental failure Conversion Price then in effect on such Redemption Date. The term "Trading Day" shall mean any day other than Saturday or omission to give any such notices as aforesaid to one or more of such holders Sunday on which national securities exchanges are open for trading and trades in the Corporation's Common Stock occur. The term "Redemption Price" shall not affect the validity of the redemption as mean an amount per share equal to the other holders of Preference Amount (as the Series 51 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out the date on which the redemption is to take place, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment same shall be made by cheque payable at par at any branch adjusted from time to time in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless payment of the redemption price shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption accordance with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for aboveSection 3(a) for a period of six years from the date specified for redemption shall be forfeited to the Corporationhereof).

Appears in 1 contract

Sources: Merger Agreement (Corgenix Medical Corp/Co)

Redemption at the Option of the Corporation. Subject to applicable law and Section 5 hereof(i) The Corporation, upon giving notice as hereinafter providedat the option of the Board of Directors, the Corporation may redeem at any time all, the Series A Preferred Stock in whole (but not less than allin part), at a redemption price per share equal to the outstanding Series 51 sum of (x) the Liquidation Preference Shares, on payment of the Applicable Redemption Price for each such share to be redeemed, in each case, together with plus (y) all accrued and unpaid dividends with respect to such share up to but excluding the date fixed for redemptionCorporation Redemption Date (as defined below), payable in cash out of funds of the Corporation legally available therefor. (ii) In the event the Corporation shall determine to redeem the Series A Preferred Stock pursuant to this Section 6(a), the whole constituting the redemption price. The Corporation shall will give notice in writing of any such redemption (a “Corporation Notice of Redemption”) by first class mail, postage prepaid, to the Holders of record of the Series A Preferred Stock not less than 45 days nor more than 60 days ten (10) Business Days prior to the date on which the redemption is to take place to each person who at the date of giving such notice is the holder shares of Series 51 Preference Shares A Preferred Stock are to be redeemed (the “Corporation Redemption Date”), including instructions for redemption. The Notice of Redemption shall specify the Corporation Redemption Date, the redemption price determined in accordance with this Section 6(a) and the place or places of payment. Failure to give notice to any Holder of record of the intention of the Corporation to redeem such shares. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporation, or in the case of joint holders, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders A Preferred Stock shall not affect the validity of the proceedings for the redemption as to the of shares of any other holders Holder of record of the Series 51 Preference Shares to be A Preferred Stock being redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and the redemption price and shall also set out . (iii) On the date on which the redemption is to take placeof any such redemption, and on and after the date so specified for redemption the Corporation shall pay or cause to be paid to the holders Holders of such record of the Series 51 Preference Shares A Preferred Stock to be redeemed the redemption price determined in accordance with this Section 6(a), and on presentation and surrender at any place or places within Canada designated by such notice, of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such noticeRedemption Date, dividends on the Series 51 Preference Shares A Preferred Stock called for redemption shall cease to accrue and such Series A Preferred Stock so redeemed will no longer be entitled to dividends deemed outstanding, whether or not the certificates therefor have been surrendered, and the holders thereof shall not be entitled to exercise any all rights of the rights of shareholders in respect Holders thereof unless will cease (other than the right to receive payment of the redemption price by following the redemption instructions). (iv) Nothing contained in this Section 6 shall not be duly made by the Corporation; at limit any time after notice legal right of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of purchase or otherwise acquire any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies shares of the certificate or certificates representing the same, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the CorporationSeries A Preferred Stock.

Appears in 1 contract

Sources: Termination and Cooperation Agreement (New Senior Investment Group Inc.)

Redemption at the Option of the Corporation. Subject a. At any time after the Issue Date, the Series B Preferred Shares may be redeemed by the Corporation, at its option on any date set by the Board of Directors, in whole or in part at any time (provided that no such partial redemption shall be in an amount less than $1 million), subject to applicable law and Section 5 hereofthe limitations, upon giving notice as hereinafter providedif any, imposed by the Delaware General Corporation Law, for an amount payable in immediately available funds equal to the Liquidation Preference on the date fixed for redemption (the "Redemption Price"). b. In case of the redemption of less than all of the then outstanding Series B Preferred Shares, the Corporation may redeem at any time all, but not shall effect such redemption pro rata. c. Not more than 60 nor less than all20 days prior to the date fixed for redemption by the Board of Directors, notice thereof by first class mail, postage prepaid, shall be given to the outstanding Series 51 Preference Shares, on payment holders of record of the Applicable Redemption Price for each such share Series B Preferred Shares to be redeemed, in each case, together with accrued and unpaid dividends up addressed to but excluding such holders at their last address as shown upon the stock transfer books of the Corporation. The date of such notice is referred to herein as the "Call Date." Each such notice of redemption shall specify the date fixed for redemption, the whole constituting Redemption Price, the redemption price. The Corporation shall give notice in writing not less than 45 days nor more than 60 days prior to place or places that payment will be made upon presentation and surrender of certificates representing the Series B Preferred Shares and that after the date fixed for redemption dividends will cease to accumulate on which the redemption such shares. d. Any notice that is mailed as herein provided shall be conclusively presumed to take place to each person who at the date of giving such notice is have been duly given, whether or not the holder of Series 51 Preference B Preferred Shares receives such notice; and failure to be redeemed of the intention of the Corporation to redeem such shares. Any give such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each holder of Series 51 Preference Shares to be redeemed at the last address of such holder as it appears on the securities register of the Corporationmail, or any defect in the case of joint holderssuch notice, to the address of that one whose name appears first in the securities register of the Corporation as one of such joint holders or, in the event of the address of any holder not so appearing, then to the address of such holder as known to the Corporation, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such holders shares designated for redemption shall not affect the validity of the redemption as to the other holders of the Series 51 Preference Shares to be redeemed. Such notice shall set out the number of such Series 51 Preference Shares held by the person to whom it is addressed which are to be redeemed and proceedings for the redemption price and shall also set out the date on which the redemption is to take place, and on and of any other Series B Preferred Shares. On or after the date so specified fixed for redemption the Corporation shall pay or cause to be paid to the holders of such Series 51 Preference Shares to be redeemed the redemption price on presentation and surrender at any place or places within Canada designated by as stated in such notice, each holder of the certificate or certificates for such Series 51 Preference Shares so called for redemption; such payment shall be made by cheque payable at par at any branch in Canada of the Corporation’s bankers for the time being or by any other reasonable means the Corporation deems desirable; from and after the date specified in any such notice, the Series 51 Preference Shares shares called for redemption shall cease surrender the certificate representing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to dividends and the holders thereof shall not be entitled to exercise any of the rights of shareholders in respect thereof unless receive payment of the redemption price Redemption Price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall not be duly made by the Corporation; at any time after notice of redemption is given as aforesaid, the Corporation shall have the right to deposit the redemption price of any or all Series 51 Preference Shares called for redemption with a chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective holders of such shares, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates issued representing the same, and upon such deposit or deposits being made, such shares shall be redeemed on the redemption date specified in the notice of redemption; after the Corporation has made a deposit as aforesaid with respect to any unredeemed shares, the holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of shareholders in respect thereof and the rights of the holders thereof shall be limited to receiving the proportion of the amounts so deposited applicable to such shares, without interest, any interest allowed on such deposit shall belong to the Corporation. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed (including monies held on deposit as provided for above) for a period of six years from the date specified for redemption shall be forfeited to the Corporation.

Appears in 1 contract

Sources: Stock Purchase Agreement (Gfi Co)