Certain Redemptions of AT&T Liberty Tracking Shares Sample Clauses

Certain Redemptions of AT&T Liberty Tracking Shares. (a) If AT&T redeems the outstanding AT&T Liberty Tracking Shares pursuant to paragraph 5(a) of Part B of Article Third of the AT&T Charter Amendment, then prior to such redemption (i) the certificate of incorporation and bylaws or other organizational or constituent instruments (collectively, the "LMC --- Charters") of each applicable Liberty Media Group Subsidiary (as defined in the -------- AT&T Charter Amendment) shall be amended and/or restated (A) so that the LMC Charters contain provisions relating to the election of directors (including without limitation provisions relating to the term and removal of directors) and each other matter which could reasonably be expected to impair the ability of a third party to seek control of such entity which are equivalent to, but no more restrictive than, those contained in the certificate of incorporation and by- laws of TCI in effect as of June 23, 1998, (B) to increase the authorized number of shares of common stock of such Liberty Media Group Subsidiary to at least a sufficient number to permit such redemption or dividend on a share-for-share basis (or a reasonable fraction thereof), and (C) if and to the extent practicable, to reclassify the existing common stock of such Liberty Media Group Subsidiary into shares of two separate classes or series with relative voting rights and related differences in designation, conversion, redemption and share distribution provisions equivalent to but not greater than the corresponding differences in voting rights, designation, conversion, redemption and share distribution provisions between the Class A AT&T Liberty Tracking Shares and the Class B AT&T Liberty Tracking Shares (with the holders of the Class B AT&T Liberty Tracking Shares receiving the class or series having the higher relative voting rights) (which reclassification in the case of LMC and any Covered Entity, would be of its Class A Common Stock into the series with the lower relative voting rights and unless otherwise approved and recommended by the board of directors of such entity, of the Class B and Class C Common Stock into the series with the higher relative voting rights), (ii) no Triggering Event shall thereafter occur, and (iii) in the event that a Triggering Event has occurred, Liberty Media Group LLC shall be automatically dissolved immediately prior to such redemption. Prior to such redemption, the applicable Liberty Media Group Subsidiary may propose the forms of such LMC Charters, which LMC Chart...
AutoNDA by SimpleDocs

Related to Certain Redemptions of AT&T Liberty Tracking Shares

  • ISSUANCE, REDEMPTION AND TRANSFER OF SHARES A. UMBFS agrees to accept purchase orders and redemption requests with respect to the Shares of each Fund via postal mail, telephone or personal delivery on each Fund Business Day in accordance with such Fund's Prospectus; provided, however, that UMBFS shall only accept purchase orders from states in which the Shares are qualified for sale, as indicated from time to time by the Trust. UMBFS shall, as of the time at which the net asset value of each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the net asset value per Share of the respective Fund specified in an advice received on such Fund Business Day from or on behalf of the Fund. UMBFS shall not be responsible for the payment of any original issue or other taxes required to be paid by the Trust in connection with the issuance of any Shares in accordance with this Agreement. UMBFS shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and UMBFS shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer or such other methods to which the parties shall mutually agree.

  • In-kind redemptions The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may, in its sole discretion, honor any redemption request partially or wholly in-kind in a manner consistent with Federated Hermes Funds’ Redemption-In-Kind Procedures.

  • Purchase and Redemption of Fund Shares 1.1. The Fund and the Underwriter agree to make available for purchase by the Company shares of the Portfolios and shall execute orders placed for each Account on a daily basis at the net asset value next computed after receipt by the Fund or its designee of such order. For purposes of this Section 1.1, the Company shall be the designee of the Fund and the Underwriter for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Fund; provided that the Fund receives notice of such order by 10:00 a.m. Eastern time on the next following Business Day. "

  • Repurchase and Redemption This Article 4 will apply to the Notes in lieu of Article 3 of the Base Indenture, which will be deemed to be replaced with this Article 4, mutatis mutandis.

  • Restrictions on Redemption The Company may not redeem any Notes on any date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to such Notes).

  • SALE AND REDEMPTION OF SHARES 1. Whenever the Fund shall sell any shares issued by the Fund ("Shares") it shall deliver to Custodian a Certificate or Instructions specifying the amount of money and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series.

  • Issuance, Redemption and Repurchase of Shares The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to the provisions set forth in Articles II and VII hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or any assets belonging to the particular Portfolio or any assets allocable to the particular Class, with respect to which such Shares are issued.

  • 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.

  • Issue and Redemption of Fund Shares All expenses incurred in connection with the issue, redemption, and transfer of the Fund’s shares, including the expense of confirming all share transactions;

  • Voting and Redemption of Shares The Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to redeem any Shares in connection with a redemption or tender offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.