Redemption at the Option of the Holders Clause Samples
The 'Redemption at the Option of the Holders' clause gives security holders the right to require the issuer to repurchase their securities before maturity under specified conditions. Typically, this clause outlines the circumstances under which holders can exercise this right, such as after a certain date or upon the occurrence of particular events, and details the price or formula for redemption. Its core practical function is to provide investors with flexibility and protection, allowing them to exit their investment early if desired or if certain risks materialize.
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Redemption at the Option of the Holders. (a) If a Change of Control Triggering Event occurs, unless the Issuer has otherwise exercised its right to redeem the Notes in accordance with Condition 6.2, each Noteholder shall have the right to require the Issuer to repurchase all or any of its Notes pursuant to the offer described below (the Change of Control Offer) on the terms set forth in the Conditions. In the Change of Control Offer, the Issuer shall be required to offer payment in cash equal to 101 per cent. of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (the Change of Control Payment). Within 30 days following any Change of Control Triggering Event, the Issuer shall be required to deliver a notice to the Noteholders describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is delivered (the Change of Control Payment Date), pursuant to the procedures required by the Notes and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the United States Securities Exchange Act of 1934 (the Exchange Act) and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Notes, the Issuer shall be required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under these Conditions by virtue of any such conflict. On the Change of Control Payment Date, the Issuer shall be required, to the extent lawful, to:
(i) accept for payment all Notes properly tendered pursuant to the Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes properly tendered; and
(iii) deliver or cause to be delivered to the Fiscal Agent the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of the Notes being purchased. The Issuer shall not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event ...
Redemption at the Option of the Holders. The Bonds are, under certain conditions, subject to redemption at the option of the Holders as set forth in Section 3.1 (Redemption at the Option of the Partnership or the Holders) of the Indenture.
Redemption at the Option of the Holders. The Series C Preferred Stock shall not be redeemable at the option of the holders thereof.
Redemption at the Option of the Holders. (i) Each holder of Series B Preferred Shares, at its option, upon the occurrence of any Series B Redemption Event (as defined below), may require the Trust to redeem, in whole or in part, the Series B Preferred Shares at the time held by such holder, upon written notice duly given as provided and at the times required in Section 6.4(f)(v), at a redemption price (the “Series B Redemption Price”) equal to (a) in the case of any Series B Redemption Event (other than arising in a Change of Control (as defined below)) the then current Series B Accrued Amount, payable, at the Trust’s option, in cash (which may be paid, subject to the Pre-IPO Shareholders Agreement, with the proceeds from the issuance of Common Shares or other Junior Securities) or in Common Shares valued at their Market Price (as defined in Article VII), or (b) in the case of a Series B Redemption Event arising in a Change of Control, 101% of the then current Series B Liquidation Preference, payable in cash; provided, that, (x) solely for purposes of determining the Series B Liquidation Preference in connection with this clause (b), such Change of Control shall be deemed a Liquidation Event, and (y) the minimum number of Series B Preferred Shares that a holder may require the Trust to redeem at any time shall be the lesser of (1) 75,000 Series B Preferred Shares in the aggregate with affiliates of such holder (subject to adjustment in connection with the actions of the type described in Section 6.4(i)(v)) and (2) the total number of Series B Preferred Shares held by such holder at such time. The Series B Redemption Price for any Series B Preferred Shares shall be payable on the redemption date to the holder of such Series B Preferred Shares against surrender of the certificate(s) evidencing such Shares to the Trust or its transfer agent or, if the holder notifies the Trust or its transfer agent that such certificates have been lost, stolen or destroyed, execution and delivery of an agreement reasonably satisfactory to the Trust to indemnify the Trust from any loss incurred by it in connection with such lost, stolen or destroyed certificates.
(ii) Within 30 days of the occurrence of a Change of Control, the Trust shall send written notice (a “Series B Change of Control Notice”) to the holders of record of the Series B Preferred Shares as of the effective date of such Change of Control, stating that a Change of Control has occurred and informing such holders that they may, at their election, tende...
Redemption at the Option of the Holders. At any time from and after the sixth (6th) anniversary of the Closing Date, if any shares of Series C Preferred Stock remain outstanding, the Holders (by action of the Preferred Majority Holders) shall have the right to require the Company redeem all, but not less than all, of the then-outstanding shares of Series C Preferred Stock in full in cash for a price equal to the then-applicable Redemption Price calculated in accordance with Section 6(a). If the Holders (as determined by the Preferred Majority Holders) elect to exercise their Redemption Demand rights, the Holders shall send to the Company a written notice in accordance with Section 16 (any such notice, a “Redemption Demand”). If the Company (i) does not redeem the shares of Series C Preferred Stock by payment in full in cash of the Redemption Price for such shares, calculated as of the date the Company redeems such shares, for any reason, on or prior to the date that is six (6) months after the delivery of the Redemption Demand and (ii) the Board, or any duly authorized committee thereof, recommends a Sale of the Company, each share of Series C Preferred Stock shall thereafter have the right to vote on such Sale of the Company and, except as otherwise provided by law, the Holders of Series C Preferred Stock and the holders of Common Stock shall vote together as a single class with the Holders of Series C Preferred Stock being entitled to a cast a number of vote per share of Series C Preferred Stock equal to the quotient of: (i) ten percent (10%) of the Total Voting Power of all outstanding voting shares of the Company (subject to such aggregate voting rights of the Series C Preferred Stock not exceeding 19.99% of the Total Voting Power of the Company as of Closing Date when combined with the voting rights of any shares of Common Stock acquired upon exercise of the Warrant) and (ii) the number of outstanding shares of Series C Preferred Stock.
Redemption at the Option of the Holders. (a) Upon the occurrence of any of the following events (each a "Triggering Event"):
(i) failure for 30 days to pay when due interest on the Mortgage Bonds;
(ii) failure to pay when due the principal of, or premium, if any, on the Mortgage Bonds;
(iii) the events described in Article V, Sections 4(a), 4(b) 4(c), 4(d), 4(e), 4(f), 4(g), 4(h), 4(i) or 4(j) of this Supplemental Indenture (under the headings "Triggering Events--Restricted Payments," "Triggering Events--Incurrence of Indebtedness and Issuance of Preferred Stock," "Triggering Events--Liens," "Triggering Events--Dividend and Other Payment Restrictions Affecting Subsidiaries," "Triggering Events--Merger, Consolidation or Sale of Assets," "Triggering Events--Transactions with Affiliates," "Triggering Events--Designation of Restricted and Unrestricted Subsidiaries," "Triggering Events--Future Subsidiary Guarantees," "Triggering Events--Sale and Leaseback Transactions," or "Triggering Events--Business Activities"); 50
(iv) failure by the Company or any of its Restricted Subsidiaries for 30 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Mortgage Bonds then Outstanding to comply with the provisions described in Article V, Section 4(k) or Section 6(b) of this Supplemental Indenture (under the headings "Triggering Events--Reports," and "Repurchase at the Option of Holders--Asset Sales");
(v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries or a Transitional Funding Trust (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries or a Transitional Funding Trust) whether such Indebtedness or guarantee now exists, or is created after the original issue date of the Mortgage Bonds, if that default:
(A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or
(B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25 million or more; or
(vi...
Redemption at the Option of the Holders. Each Holder may require the Corporation to purchase such requesting Holder's Series D Preferred Stock on July 31, 2007, at a purchase price per share of Series D Preferred Stock in cash in an amount equal to the Liquidation Price. No purchase of Series D Preferred Stock shall be made unless and until all outstanding Repriced Preferred Stock has been converted, repurchased, redeemed or otherwise retired or the holders of the Repriced Preferred Stock have consented thereto in accordance with the requirements of the Corporation's certificate of incorporation. If a repurchase of Series D Preferred Stock cannot occur by reason of this paragraph, the Corporation, on the first Business Day after all Repriced Preferred Stock has been so converted, repurchased, redeemed or otherwise retired or such consent shall have been granted, shall give to each Holder a written notice (a "Repriced Preferred Notice") stating:
Redemption at the Option of the Holders. (a) Each of the events or circumstances set out in this Clause 6.4 (save for paragraph (i)) is a Mandatory Redemption Event.
(b) A Material Breach by the Company or the Parent (or any of its Permitted Transferees thereunder) of the terms of the Shareholders’ Agreement occurs.
(c) If the Company does not pay on the due date any amount payable pursuant to a Finance Document (other than, for the avoidance of doubt, Cash Interest that has been capitalised as PIK Interest or Additional PIK Interest) at the place at and in the currency in which it is expressed to be payable unless its failure to pay is caused by:
(i) administrative or technical error; or
(ii) a Disruption Event. and payment is made within five Business Days of its due date.
(i) Any representation or statement made or deemed to be made by the Company in the Transaction Documents or any document delivered by or on behalf of the Company under or in connection with any Transaction Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.
(ii) No Mandatory Redemption Event under paragraph (i) above will occur if the circumstances giving rise to the misrepresentation are capable of remedy and are remedied within 20 Business Days of the earlier to occur of the date on which (i) the Majority Holders give written notice to the Company and (ii) the Company becoming aware of such misrepresentation.
(i) The Company and, following the Bluefin NPA Termination Date, any member of the Target Group:
(A) is unable or admits in writing inability to pay its debts as they fall due;
(B) suspends or threatens in writing to suspend making payments on any of its debts; or
(C) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Holders in their capacity as such) with a view to rescheduling any of its indebtedness,
(ii) A moratorium is declared in respect of any indebtedness of the Company or, following the Bluefin NPA Termination Date, any member of the Target Group. If a moratorium occurs, the ending of the moratorium will not remedy any Mandatory Redemption Event caused by that moratorium.
(iii) No Mandatory Redemption Event will occur under paragraph (i) above if the circumstances set out therein are remedied within 20 Business Days of the earlier of the date on which (A) the Majority Holders give written notice to the Company of the relevant matter, or (B) the Company or following th...
Redemption at the Option of the Holders. (a) The Company will, at the option of the holder of any Bond, redeem all or some only of the Bonds held by such Holder on December 31, 2026 (the “Put Option Date”) at the Early Redemption Amount, provided that if the Company receives Put Exercise Notices from holders in respect of more than 50% of the Initial Principal Amount of the Bonds as of the Put Option Date, the aggregate principal amount of each electing Holder shall be scaled back on a pro rata basis so that the Company is obligated to redeem Bonds in an amount equal to 50% of the Initial Principal Amount on the relevant Redemption Date. To exercise such right, the holder of the relevant Bond must complete, sign and deposit at the specified office of any Paying Agent a duly completed and signed put notice (“Put Exercise Notice”) in the form for the time being current, obtainable from the specified office of any Paying Agent, together with the Certificate evidencing the Bonds to be redeemed not earlier than 60 days and not later than 30 days prior to the Put Option Date.
(b) A Put Exercise Notice, once delivered, shall be irrevocable (and may not be withdrawn unless the Company consents to such withdrawal in writing) and the Company will be bound to redeem the Bonds the subject of Put Exercise Notices delivered as aforesaid in accordance with this Section 3.04 on the Put Option Date. For the avoidance of doubt, such put option may not be exercised at any time after the Put Option Date.
Redemption at the Option of the Holders. 2.7.1 Subject to the provisions of the Act, every registered holder of Preference Shares may, at its option and in the manner hereinafter provided, require the Corporation to redeem at any time all or part of the Preference Shares held by such holder upon payment of the redemption price for each Preference Share to be redeemed.
2.7.2 In the case of the redemption of Preference Shares under the provisions of section 2.7.1, the registered holder thereof shall surrender the certificate or certificates representing such Preference Shares at the registered office of the Corporation accompanied by a notice in writing (a “redemption notice”) signed by such holder requiring the Corporation to redeem all or a specified number of the Preference Shares represented thereby. As soon as practicable following receipt of a redemption notice and the certificate(s) representing the Preference Shares to be redeemed, the Corporation shall pay or cause to be paid to or to the order of the registered holder of the Preference Shares to be redeemed the redemption price for each Preference Share. If only a part of the Preference Shares represented by any certificate are redeemed, a new certificate for the balance shall be issued at the expense of the Corporation.