Redemptions of Stock Clause Samples

The 'Redemptions of Stock' clause defines the terms under which a company may repurchase its own shares from shareholders. Typically, this clause outlines the conditions, procedures, and pricing mechanisms for such redemptions, specifying whether redemptions are mandatory or at the company's discretion, and detailing any notice requirements or limitations. By establishing clear rules for stock buybacks, this clause provides predictability for both the company and its shareholders, helping to manage expectations and prevent disputes regarding the process and timing of share redemptions.
Redemptions of Stock. Whenever the Company shall elect to redeem shares of Stock in accordance with the Certificate of Designation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than two business days prior notice of the proposed date of the mailing of the notice of redemption of Stock required pursuant to paragraphs 6(b) or 7(d) of the Certificate of Designation to be effected in connection with a redemption of Stock and of the number of such shares of Stock hold by the Depositary to be redeemed as hereinafter provided. On the date of any redemption of Stock in accordance with the Certificate of Designation, provided that the Company shall then have deposited with the Depositary the shares of Common Stock and any funds required pursuant to the Certificate of Designation for the Stock deposited with the Depositary to be redeemed, the Depositary shall redeem (using the shares of Common Stock and funds, if any, deposited with it) the number of Adjustable Rate Depositary Shares representing such redeemed Stock. The distribution of the shares of Common Stock and funds, if any, used to effect such redemption shall be governed by Sections 4.01 and 4.02
View SourceView Similar (2)
Redemptions of Stock. Directly or indirectly redeem, purchase or otherwise acquire (except for shares acquired in satisfaction of a debt previously contracted) any of their own common or any other capital stock or form a new subsidiary; or
View SourceView Similar (2)
Redemptions of Stock. Without the consent of the holders of at least a majority of the shares of Series F Preferred then outstanding, the Company will not effect a merger or consolidation (other than whereby the Company or its shareholders own not less than a majority of the voting power of the surviving or successor corporation) or sell or otherwise transfer all or substantially all of the Company's assets (other than pursuant to a pledge of assets by the Company as collateral pursuant to any agreement with any bank, lender or group of lenders, equipment lessor or similar lending institution or individuals in connection with such entities or individuals providing credit facilities or equipment financings to the Company pursuant to any approval of the Board of Directors of the Company); provided, however, that notwithstanding the foregoing, no consent of the holders of shares of Series F Preferred shall be required under this Section 12.9(a) for any of the foregoing actions if as a result of such action each of the holders of the Series F Preferred receives proceeds (consisting of cash and/or property; for purposes of this Section 12.9(a) the value of any property shall be as determined in good faith by the Board of Directors of the Company) per share equal to at least $5.00 (as equitably adjusted to reflect any stock splits, combinations, stock dividends, reclassifications and similar events).
View Source
Redemptions of Stock. Not redeem or retire any share of its capital stock for value, except, (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees, directors or consultants pursuant to stock repurchase agreements (not to exceed Fifty Thousand Dollars ($50,000) in any fiscal year);
View Source
Redemptions of Stock. (a) Not redeem or retire any share of its capital stock for value, except (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof and make payments in cash for any fractional shares upon such conversion, (ii) Borrower may pay dividends solely in common stock, and (iii) Borrower may repurchase the stock of former employees, directors or consultants pursuant to stock repurchase agreements (not to exceed Fifty Thousand Dollars ($50,000) in any fiscal year). (b) Except for the conversions, common stock dividends and repurchases expressly permitted under Sections 9.21 and clause (a) hereof, not provide for, or permit to exist, whether under its Amended and Restated Certificate of Incorporation or otherwise, any right (contingent or otherwise) of any stockholder of Borrower to demand or compel Borrower to repurchase or redeem any capital stock or other equity interests of Borrower, or to make any dividend or other distribution on account of, or any payment with respect to, any capital stock or other equity interests of Borrower, other than redemption or dividend rights that are first exercisable after December 31, 2013, other than (i) the redemption rights under Section B.3 of Article 4 of Borrower’s Amended and Restated Certificate of Incorporation as in effect on November 1, 2011, (ii) rights that give rise to obligations of Borrower that remain performable solely at the option of Borrower (by way of example, payments made pursuant to the liquidation provisions of Borrower’s charter) and (iii) redemption or dividend rights that are first exercisable by the holder thereof sixty (60) days after the currently effective Maturity Date;” (h) The Loan Agreement is hereby amended by inserting a new Section 9.29 to read as follows:
View Source
Redemptions of Stock. Not redeem or retire any share of its capital stock for value.
View Source

Related to Redemptions of Stock

  • Redemption of Stock Whenever the Company shall elect to redeem shares of Stock, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 60 days’ notice of the date of such proposed redemption and of the number of such shares of Stock held by the Depositary to be so redeemed and the applicable redemption price. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Stock and the proposed simultaneous redemption of Depositary Shares representing the Stock to be redeemed, promptly upon receipt of the Company’s notice to redeem shares of Stock and not less than 30 and not more than 60 days prior to the date fixed for redemption of such Stock and Depositary Shares, to the record holders of the Depositary Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary. Any such notice shall also be published in the same manner as notices of redemption of the Stock are required to be published by the Company. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such redeemed Stock; provided, that the Company shall then have paid or caused to be paid in full to the Depositary the redemption price of the Stock to be redeemed, plus any accrued and unpaid dividends payable with respect thereto to the date of any such redemption. In case fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be determined pro rata or by lot in a manner determined by the Board of Directors of the Company. Notice having been mailed as aforesaid, from and after the Redemption Date (unless the Company shall have failed to provide the funds necessary to redeem the shares of Stock evidenced by the Depositary Shares called for redemption), dividends on the shares of Stock so called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Depositary Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Depositary Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to the same fraction of the redemption price per share paid with respect to the shares of Stock as the fraction each Depositary Share represents of a share of Stock plus the same fraction of all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends which on the Redemption Date have accumulated on the shares of Stock to be so redeemed and have not theretofore been paid. The foregoing is subject further to the terms and conditions of the Certificate of Determination. If fewer than all of the Depositary Shares evidenced by this Depositary Receipt are called for redemption, the Depositary will deliver to the holder of this Depositary Receipt upon its surrender to the Depositary, together with the redemption payment, a new Depositary Receipt evidencing the Depositary Shares evidenced by such prior Depositary Receipt and not called for redemption.

  • Fractions of Shares No fractional shares of Common Stock shall be issued upon conversion of any Security or Securities. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of any Security or Securities (or specified portions thereof), the Company shall calculate and pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100th of a share) in an amount equal to the same fraction of the Closing Price Per Share at the close of business on the day of conversion.

  • Redemption of Shares PNC shall process requests to redeem Shares as follows: (i) All requests to transfer or redeem Shares and payment therefor shall be made in accordance with the Fund’s prospectus, when the shareholder tenders Shares in proper form, accompanied by such documents as PNC reasonably may deem necessary. (ii) PNC reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the instructions is valid and genuine and that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal to process transfers or redemptions that PNC, in its judgment, deems improper or unauthorized, or until it is reasonably satisfied that there is no basis to any claims adverse to such transfer or redemption. (iii) When Shares are redeemed, PNC shall deliver to the Fund’s custodian (the “Custodian”) and the Fund or its designee a notification setting forth the number of Shares redeemed. Such redeemed Shares shall be reflected on appropriate accounts maintained by PNC reflecting outstanding Shares of the Fund and Shares attributed to individual accounts. (iv) PNC shall, upon receipt of the monies provided to it by the Custodian for the redemption of Shares, pay such monies as are received from the Custodian, all in accordance with the procedures established from time to time between PNC and the Fund. (v) When a broker-dealer notifies PNC of a redemption desired by a customer, and the Custodian provides PNC with funds, PNC shall prepare and send the redemption proceeds to the broker-dealer on behalf of its customer, unless otherwise instructed in writing by the broker-dealer. (vi) PNC shall not process or effect any redemption requests with respect to Shares of the Fund after receipt by PNC or its agent of notification of the suspension of the determination of the net asset value of the Fund.

  • Dividends, Distributions and Redemptions To enable each Fund to pay dividends or other distributions to shareholders of each such Fund and to make payment to shareholders who have requested repurchase or redemption of their shares of each such Fund (collectively, the "Shares"), the Custodian shall release cash or Securities insofar as available. In the case of cash, the Custodian shall, upon the receipt of Instructions, transfer such funds by check or wire transfer to any account at any bank or trust company designated by each such Fund in such Instructions. In the case of Securities, the Custodian shall, upon the receipt of Special Instructions, make such transfer to any entity or account designated by each such Fund in such Special Instructions.

  • Distributions and Redemptions Maker shall not declare or pay any dividends or make any distributions of cash, property or securities of Maker with respect to any shares of its common stock, preferred stock or any other class or series of its stock, or, directly or indirectly (except for repurchases of common stock by Maker in accordance with the terms of employee benefit plans or written agreement between Maker and any of its employees approved by the Board of Directors of Maker prior to February 1, 2004), redeem, purchase, or otherwise acquire for any consideration any shares of its common stock or any other class of its stock.