Series A Redemption Sample Clauses

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Series A Redemption. At the election of a Majority in Interest of Series A Members, and subject to the prior right of the Series C Members and Series B Members, the Series A Members may, at any time on or after October 17, 2013, by giving delivering written notice to the LLC (the “Series A Election Notice”), require that the LLC redeem all of the Series A Members’ Series A Preferred Shares. The LLC shall redeem such Series A Preferred Shares in an amount equal to the applicable portion of the Series A Liquidation Value calculated as of the closing date for such redemption (the “Series A Closing Date”), which date shall be specified by the LLC, but shall in no event be more than 90 days following the date of the delivery of the Series A Election Notice. As of the Series A Closing Date, all rights of the Series A Member with respect to the Series A Preferred Shares shall cease and terminate, such Series A Preferred Shares shall no longer be deemed to be outstanding for any purpose whatsoever, and such Person shall no longer be a Series A Member. The applicable portion of the Series A Liquidation Value shall be paid by the LLC by delivering, on the Series A Closing Date, a promissory note for the applicable portion of the Series A Liquidation Value, which shall (i) be payable in equal annual installments over a four year period following the Series A Closing Date (subject to the subordination provisions referred to below), (ii) bear interest at the “applicable federal rate” as defined in Code Section 1274(d) for mid-term loans, compounded quarterly, (iii) be prepayable, in whole or in part, at any time without penalty (subject to the subordination provisions referred to below), (iv) be secured by pledge of all the assets of the LLC, which pledge will be subordinated to any senior debt of the LLC then outstanding and any pledge referred to in Sections 7(a) and (b) above, (v) contain customary covenants for a subordinated note, including prohibitions on dividends and distributions to equity holders (other than tax distributions), redemption of stock (other than employee stock repurchases in the ordinary course of business), repayment of junior debt and incurrence of additional senior debt by the LLC, which covenants will be mutually acceptable and reasonable to the LLC and a Majority in Interest of Series A Members, and (vi) contain customary events of default for a subordinated note, including continued breach of covenants following a cure period, failure to pay principal and inte...
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Series A Redemption. Within twelve (12) months of the date hereof, Seller shall, and shall cause its affiliates to, use commercially reasonable efforts (including the voting of Securities) to cause all Series A Shares to be redeemed such that no Series A Shares (or other supermajority voting or similar security) remains outstanding.
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Series A Redemption. The Parent shall redeem all shares of the Series A Convertible Preferred Stock, par value $0.001, of the Parent outstanding as of the date hereof.
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Related to Series A Redemption

  • Optional Redemption of Notes (a) The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part. Prior to the Par Call Date, the redemption price (“Redemption Price”) will equal the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) that would be due if the Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding interest payment date, the Issuer will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). If the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Issuer shall not redeem the Notes pursuant to Section 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price with respect to the Notes to be redeemed).

  • Optional Redemption (a) Except as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Issuer will not have the option to redeem the 2019 Notes prior to June 1, 2014. On or after June 1, 2014, the Issuer may redeem all or a part of the 2019 Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the 2019 Notes redeemed to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant Interest Payment Date: Year Percentage 2014 103.000 % 2015 101.500 % 2016 and thereafter 100.000 % Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the 2019 Notes or portions thereof called for redemption on the applicable redemption date. (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to June 1, 2014, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of 2019 Notes issued under the Indenture (including any additional notes issued after the Issue Date) at a redemption price of 106.000% of the principal amount thereof, plus accrued and unpaid interest to, but not including the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that (1) at least 65% in aggregate principal amount of the 2019 Notes issued under the Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and (2) that such redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) At any time prior to June 1, 2014, the Issuer may also redeem all or a part of the 2019 Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of 2019 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, to, but not including, the date of redemption, subject to the rights of Holders of 2019 Notes on the relevant record date to receive interest due on the relevant interest payment date.

  • Payment of the Redemption Price Without limiting the Company’s obligation to deposit the Redemption Price by the time proscribed by Section 3.01(B), the Company will cause the Redemption Price for a Note (or portion thereof) subject to Redemption to be paid to the Holder thereof on or before the applicable Redemption Date. For the avoidance of doubt, interest payable pursuant to the proviso to Section 4.03(E) on any Note (or portion thereof) subject to Redemption must be paid pursuant to such proviso.

  • Payment Upon Redemption (a) If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03). (b) Upon presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the Company, a new Security of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security so presented.

  • Tax Redemption If a Tax Event (defined below) occurs, Principal Life will have the right to redeem this Agreement by giving not less than 30 and no more than 60 days prior written notice to the Agreement Holder and by paying to the Agreement Holder an amount equal to the Fund. The term “