Special Optional Redemption Clause Samples
POPULAR SAMPLE Copied 1 times
Special Optional Redemption. (i) Subject to Section 5(c), upon the occurrence of a “Change of Control” as defined in the Articles Supplementary, the General Partner or the acquiring or surviving entity, as applicable, at its option, may redeem the Series A Preferred Units, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price equal to $25.00 per unit, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date (“Special Optional Redemption Right”).
(ii) Unless full cumulative dividends on all Series A Preferred Units shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past dividend periods, (i) no Series A Preferred Units shall be redeemed pursuant to the Special Optional Redemption Right unless all outstanding Series A Preferred Units are simultaneously redeemed, and (ii) the General Partner shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking fund for the redemption of, any Series A Preferred Units (except by conversion into or exchange for Junior Units or options, warrants or rights to purchase or subscribe for Junior Units).
(iii) In connection with any redemption of Series A Preferred Units pursuant to the Special Optional Redemption Right, if a redemption date falls after a Partnership Record Date and prior to the corresponding Payment Date, then the General Partner, as holder of the Series A Preferred Units, at the close of business on such Partnership Record Date shall be entitled to the dividend payable on such units on the corresponding Payment Date (including any accrued and unpaid dividends for prior dividend periods) notwithstanding the redemption of such units before such Payment Date. Except as provided above, the General Partner will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Units for which a notice of redemption has been given.
(iv) Any Series A Preferred Units that shall at any time have been redeemed pursuant to the Special Optional Redemption Right or otherwise acquired shall, after such redemption or acquisition, have the status of authorized but unissued Preferred Units, without designation as to class or series until such units are once more classified and designated as part...
Special Optional Redemption. In the event of a Change of Control, the Issuer will have the option to redeem the Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date. If the Issuer exercises its redemption right, by sending the required notice, with respect to some or all of the Series A Preferred Stock, the holders of Series A Preferred Stock will not be permitted to exercise the conversion rights described below in respect of any Series A Preferred Stock called for redemption.
Special Optional Redemption. Upon the occurrence of a Delisting Event (as defined below), the Issuer will have the option, subject to certain conditions, to redeem the outstanding Series A Preferred Stock, in whole or in part, after the Delisting Event, for a redemption price of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend will be included in the redemption price), on each share of Series A Preferred Stock to be redeemed. Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option, redeem the shares of Series A Preferred Stock, in whole or in part and within 120 days after the first date on which the Change of Control occurred, by paying $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not authorized or declared), if any, to, but not including, the redemption date (unless the redemption date is after a dividend record date for and prior to the corresponding dividend payment date, in which case no additional amount for the accrued and unpaid dividend payable on such payment date will be included in the redemption price).
Special Optional Redemption. Upon the occurrence of a “Change of Control”, the Issuer may, at its option, redeem the Series D Preferred Shares, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date (defined below), the Issuer exercises any of its redemption rights relating to the Series D Preferred Shares (whether the optional redemption right or the special optional redemption right), the holders of Series D Preferred Shares will not have the conversion rights described below.
Special Optional Redemption. (i) Upon the occurrence of a Change of Control (as defined below), the Partnership may, at its option, redeem the Series G Preferred Units, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash, at a redemption price of $25.00 per Unit, plus all accumulated and unpaid distributions (whether or not declared) to, but not including, the date of redemption (such redemption, a “Special Optional Redemption”).
(ii) A “Change of Control” occurs when, after the initial delivery of the Series G Preferred Units, the following have occurred and are continuing:
(1) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Public REIT’s stock entitling that person to exercise more than 50% of the total voting power of the Public REIT’s stock entitled to vote generally in the election of the Public REIT’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and
(2) following the closing of any transaction referred to in the immediately preceding paragraph (1), neither the Public REIT nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts (“ADRs”) representing such securities) listed on the New York Stock Exchange (“NYSE”), the NYSE MKT or the NASDAQ Stock Market (“NASDAQ”) or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ.
Special Optional Redemption. (i) The 2036 Notes may be redeemed, in whole, at the option of the Company, at any time prior to February 23, 2017, at a redemption price equal to 101% of the aggregate principal amount of the 2036 Notes, plus accrued and unpaid interest thereon to but not including the Redemption Date, if, in the Company’s judgment, its acquisition of AGL Resources Inc. (the “Merger”) will not be consummated on or prior to February 23, 2017 (the “Special Optional Redemption”).
(ii) If the Company exercises its option in clause (b)(i) above, it shall provide notice to each Holder of the 2036 Notes and to the Trustee, stating, among other matters, that it is exercising such option and that all of the 2036 Notes will be redeemed on the Redemption Date set forth in the notice (which Redemption Date shall be no earlier than three Business Days and no later than 30 days from the date such notice is given). The election of the Company to redeem the 2036 Notes shall be evidenced by a Board Resolution. The Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with the condition specified in Section 107(b)(i). This Section 107(b)(ii) shall apply to the Special Optional Redemption in lieu of Section 1102 of the Original Indenture.
Special Optional Redemption. Upon the occurrence of a Change of Control (as defined in the articles supplementary), DLR may, at its option, redeem the series C preferred stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date (as defined below), DLR exercises any of its redemption rights relating to the series C preferred stock (whether its optional redemption right or its special optional redemption right), the holders of series C preferred stock will not have the conversion right described below.
Special Optional Redemption. Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of redemption with respect to the Series A Preferred Stock (whether pursuant to the Issuer’s optional redemption right or its special optional redemption right), the holders of Series A Preferred Stock will not have the conversion right described below. A “Change of Control” is when, after the original issuance of the Series A Preferred Stock, the following have occurred and are continuing: • the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Issuer entitling that person to exercise more than 50% of the total voting power of all stock of the Issuer entitled to vote generally in the election of the Issuer’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and • following the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE MKT or NASDAQ or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or NASDAQ. See “Description of Series A Preferred Stock — Optional Redemption,” “— Special Optional Redemption” and “— Restrictions on Ownership and Transfer” in the preliminary prospectus supplement.
Special Optional Redemption. Upon the occurrence of a “Change of Control”, the Issuer may, at its option, redeem the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer exercises any of its redemption rights relating to the Series A Preferred Stock (whether the optional redemption right or the special optional redemption right), the holders of Series A Preferred Stock will not have the conversion rights described in the “Change of Control” section below.
Special Optional Redemption. The Securities of this series are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of such Securities as provided in the Indenture, at any time prior to October 3, 2014, as a whole but not in part, at the election of the Company, if, in the judgment of the Company, the Company’s planned acquisition of NV Energy, Inc. will not be consummated on or prior to September 30, 2014. Such redemption will be at a redemption price equal to 101% of the principal amount of the Securities of this series being redeemed plus accrued and unpaid interest on the Securities of this series to, but not including, the Redemption Date. Notice of redemption pursuant to this paragraph 3 shall be given as provided for in the Indenture not less than 30 days nor more than 60 days prior to the Redemption Date. Unless the Company defaults in payment of the Redemption Price, from and after the Redemption Date, the Securities of this series or portions thereof called for redemption will cease to bear interest, and the Holders thereof will have no right in respect of such Securities of this series except the right to receive the Redemption Price thereof.