Right to Require Redemption Clause Samples
The Right to Require Redemption clause grants a party, typically an investor or shareholder, the ability to compel the company or issuer to repurchase their shares or securities under specified conditions. This right may be triggered after a certain period, upon the occurrence of defined events, or at the holder’s discretion, and usually involves a predetermined price or formula for calculating the redemption amount. Its core practical function is to provide an exit mechanism and liquidity assurance for the holder, thereby reducing investment risk and offering a clear path to recover capital if needed.
Right to Require Redemption. If at any time there shall occur any Change in Control (as defined below) of the Issuer, then each Holder shall have the right, at such Holder's option, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all or any part of such Holder's Securities that is $1,000 in principal amount or any integral multiple thereof, on the date (the "Change in Control Repurchase Date") that is 45 days after the date of the Issuer Notice (as defined below) at a price in cash equal to the principal amount thereof, and accrued and unpaid interest to the Repurchase Date (the "Change in Control Repurchase Price").
Right to Require Redemption. In the event that a Change in Control (as hereinafter defined) shall occur, then each Holder shall have the right, at the Holder’s option, but subject to the provisions of Section 12.02, to require the Issuer to redeem, and upon the exercise of such right the Issuer shall redeem, all of such Holder’s Securities not theretofore called for redemption, or any portion of the principal amount thereof that is equal to U.S.$5,000 or any greater integral multiple of U.S.$l,000, on the date (the “Change of Control Redemption Date”) that is 44 days after the date of the Company Notice (as defined in Section 12.03) at 101% of the principal amount of the Securities to be redeemed, plus accrued interest to the Change of Control Redemption Date (the “Change of Control Redemption Price”); provided, however, that installments of interest on Securities whose Stated Maturity is on or prior to the Change of Control Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Record Date according to their terms and the provisions of Section 3.09. Such right to require the redemption of the Securities shall not continue after a discharge of the Issuer from its obligations with respect to the Securities in accordance with Article 4, unless a Change in Control shall have occurred prior to such discharge. At the option of the Issuer, the Issuer may elect not to redeem the Securities in respect of which a Holder has exercised rights pursuant to this Section 12.01 and instead may elect to convert such Securities, or any portion thereof in integral multiples of $1,000, into Preference Shares, subject to the fulfillment by the Issuer and Holdings of the conditions set forth in Section 12.02. Such Preference Shares shall be exchanged for Ordinary Shares (or, at the option of the Holder requiring redemption, ADSs) at a special exchange ratio (the “Change of Control Exchange Ratio”) equal to 101% of the principal amount of the Security divided by the market price per Ordinary Share on the London Stock Exchange valued at 95% of the average of the Ordinary Share VWAP for each of the five Trading Days immediately following the date the Issuer gives notice pursuant to Section 12.03(c) of its intention to elect to convert the Securities in respect of which a Holder has exercised rights pursuant to this Section 12.01, or any portion thereof, into Preference Shares rather than redeem such Securities, or the relev...
Right to Require Redemption. 47 Section 11.02. Notice of Right to Require Redemption......................................................47 Section 11.03.
Right to Require Redemption. If there shall occur a Fundamental Change, then each Holder shall have the right, at such Holder's option, to require the Company to redeem all of such Holder's Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, on the date (the "Repurchase Date", with such Repurchase Date for the purposes of Section 508 of the Indenture being a "Redemption Date") that is 30 days after the date of the Company Notice (as defined in Section 602 below) of such Fundamental Change (or, if such 30th day is not a Business Day, the next succeeding Business Day). Such repayment shall be made at the following prices (expressed as a percentage of principal amount) in the event of a Fundamental Change occurring during the 12-month period beginning August 1:
Right to Require Redemption. If the Corporation fails, and such failure continues uncured for five (5) business days after the Corporation has been notified thereof in writing by Holder, for any reason (other than because such issuance would exceed Holder's Reserved Amount, for which failures Holder shall have the remedies set forth in Article III) to issue shares of Common Stock within ten (10) business days after the expiration of the Delivery Period with respect to any exercise of this Warrant, then Holder may elect at any time and from time to time prior to the Default Cure Date for such Exercise Default, by delivery of a Default Notice (as defined in Article V.C) to the Corporation, to have all or any portion of Holder's outstanding Warrants redeemed by the Corporation for cash at the Default Amount (as defined in Article V.B). If the Corporation fails to pay such Default Amount within five (5) business days after its receipt of a Default Notice, then Holder shall be entitled to the remedies provided in Article V.C.
Right to Require Redemption. 71 SECTION 14.02. Notices; Method of Exercising Redemption Right, etc . . . . . . . . . . . . . . . . . . . . . . . . . 72 SECTION 14.03. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXHIBIT A -- FORM OF SECURITY
Right to Require Redemption. If at any time there shall occur any Change in Control (as defined below) of the Issuer, then each Holder shall have the right, at such Holder's option, to require the Issuer to redeem, pursuant to the offer described below (the "Change of Control Offer"), and upon
Right to Require Redemption. Except as provided in this Article XI, the Notes are not redeemable at any time prior to Maturity. Any redemption by the Company contemplated pursuant to this Section 11.02 shall be consummated by delivery to the Paying Agent of the consideration to be received by the Holder(s) on the Redemption Date.
Right to Require Redemption. (a) The Company shall have no right at its option to redeem the Securities at any time prior to the Stated Maturity. The Company shall redeem prior to the Stated Maturity any Securities which Holders elect for redemption in accordance with this Article XI on the Redemption Date. Each Holder making an election in accordance with this Article XI shall, by notice given in accordance with Section 11.03, have the right to have its Securities redeemed by the Company, in whole or in part, on the Redemption Date at the Redemption Price; provided, however, that each Holder must (irrespective of the notice requirements of Section 11.02) redeem on the Redemption Date an amount equal to the product of (a) 12.5%, (b) (i) the sum of (x) $65,500,000 and (y) the Principal Amount of all Securities issued pursuant to the exercise of Additional Investment Rights, less (ii) the Principal Amount of Securities previously converted, redeemed or repurchased, and (c) a fraction (i) the numerator of which is the Principal Amount of the Outstanding Securities held by such Holder on the Redemption Date and (ii) the denominator of which is the aggregate Principal Amount of the Outstanding Securities held by all Holders (other than the Company) as of such date (the "MINIMUM REDEMPTION AMOUNT"). The "REDEMPTION PRICE" means the Principal Amount of the Securities to be redeemed, together with accrued and unpaid interest and Registration Default Payments, if any, to, but excluding the Redemption Date.
Right to Require Redemption. Except as set forth in Section 4(c) hereof, the Holder may elect by written notice to the Company to require the Company to redeem in cash all or a portion of this Note at any time following the occurrence of any of the following events (i) a Change in Control of the Company, (ii) the occurrence and continuance of an Event of Default hereunder and (iii) if any governmental agency in the People’s Republic of China challenges or otherwise takes any action that directly and specifically adversely affects the transactions contemplated by the Securities Purchase Agreement and the Company can no undo such governmental action or otherwise address the material adverse effect to the reasonable satisfaction of the holders of a majority of the then outstanding principal amount of the Notes. For purposes of this Note, the term “Change in Control” means at such time as (i) any person or group (as the term “person” or :group” is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) other than W▇▇▇ ▇▇▇ has become the beneficial owner of 50% or more of the Company’s capital stock having the power to vote for the election of directors under ordinary circumstances (“Voting Stock”), (ii) there shall be consummated any consolidation or merger of the Company (A) in which the Company is not the continuing or surviving corporation or (B) pursuant to which any Voting Stock of the Company would be converted into cash, securities or other property, in each case, other than a consolidation or merger in which the holders of such Voting Stock immediately prior thereto have at least a majority of the Voting Stock, directly or indirectly, of the resulting or surviving corporation immediately after the consolidation or merger, (iii) a sale of all or substantially all of the assets of the Company or (iv) there shall occur the replacement at one time or within a three year period of more than one half of the members of the Company’s Board of Directors which is not approved by a majority of those individuals who are members of the Company’s Board of Directors as of the date hereof (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof).