Certain Repurchases and Redemptions Sample Clauses

Certain Repurchases and Redemptions. Notwithstanding anything to the contrary in this Agreement, any Senior Management Agreement, or any other Transaction Documents, the Board may, at its option, cause the Company to exercise its repurchase or redemption rights, if any, and fulfill its repurchase or redemption obligations, if any, to a holder of Units pursuant to this Agreement, any Senior Management Agreement, or any other Transaction Document in whole or in part, by transferring to such holder securities issued by a Subsidiary of the Company with a value equal to the redemption or repurchase price of the Units of such holder to be redeemed or repurchased; provided that immediately following such transfer the Subsidiary that issued the transferred securities shall redeem or repurchase such securities from such holder for an amount of cash equal to the aggregate redemption or repurchase price of the Units of such holder to be redeemed or repurchased. The Company and the holder agree to treat any such transfer as a distribution of securities of the Subsidiary under Code Section 731(a). ARTICLE V BOARD OF MANAGERS; OFFICERS
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Certain Repurchases and Redemptions. Any contrary provision in this Agreement, any Management Equity Agreement or any other agreement between the Company and a Unitholder notwithstanding, the Company may, in the Board’s sole discretion, exercise its repurchase or redemption rights and fulfill its repurchase or redemption obligations to a Unitholder pursuant to this Agreement, any Management Equity Agreement or any other agreement between the Company and such Unitholder, in whole or in part, by Transferring to such Unitholder securities issued by a Company Subsidiary with a value equal to the redemption or repurchase price of the Units and/or other Equity Securities being redeemed or repurchased from such Unitholder; provided that after such redemption and issuance, the issuing Company Subsidiary may redeem or repurchase such securities from the holder of those securities for an amount of cash or notes equal to the aggregate redemption or repurchase price of the Units and/or other Equity Securities that were redeemed or repurchased in exchange for such Company Subsidiary securities. The Company and the redeemed Unitholder will treat any such Transfer as a distribution of Company Subsidiary securities under Code § 731(a).
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Certain Repurchases and Redemptions. Notwithstanding anything to the contrary in this Agreement, the Company may, at its option, exercise its repurchase or redemption rights, if any, and fulfill its repurchase or redemption obligations, if any, to a holder of Units pursuant to this Agreement or any Management Unit Purchase Agreement, in whole or in part, by distributing to such holder securities issued by VWR Investors, Inc. or any other direct Subsidiary of the Company, so long as VWR Investors, Inc. or such Subsidiary directly or indirectly owns all or substantially all of the assets of the Company on a consolidated basis, with a value equal to the redemption or repurchase price of the Units of such holder to be redeemed or repurchased; provided that, following such distribution VWR Investors, Inc. or such Subsidiary shall redeem or repurchase such securities from such holder within one business day following such distribution and the purchase price for such redemption or repurchase shall be paid by VWR Investors, Inc. or such Subsidiary (i) for cash to the extent that the Company would have been obligated (but for the Company’s exercise of its option under this Section 4.7) to pay for such repurchase or redemption in cash and/or (ii) by issuance of a subordinated promissory note to the extent that the Company would have been obligated (but for the Company’s exercise of its option under this Section 4.7) to pay for such repurchase or redemption by the issuance of a subordinated promissory note. Any such subordinated promissory note issued pursuant to this Section 4.7 shall have substantially the same terms and conditions as the subordinated promissory note that the Company was otherwise obligated to issue would have had. Each holder of Units agrees to take such actions and to enter into such agreements as the Company may reasonably request in order to carryout the intent and provisions of this Section 4.7. The Company and the holder agree to treat any such distribution as a distribution of securities of the Subsidiary under Code Section 731(a).
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Certain Repurchases and Redemptions. Notwithstanding anything to the contrary in this Agreement or in any Management Unit Subscription Agreement, the Company may, at its option, exercise its repurchase or redemption rights, if any, and fulfill its repurchase or redemption obligations, if any, to a holder of Units or fulfill its obligations, if any, to pay interest in respect of notes issued by the Company to repurchase or redeem Units or to repay the principal amount of such notes, pursuant to this Agreement or any Management Unit Subscription Agreement, in whole or in part, by distributing to such Member securities issued by a subsidiary of the Company with a value equal to (i) in the event of a repurchase or redemption of units, the redemption or repurchase price of the Units of such Member to be redeemed or repurchased or (ii) in the event of a payment of interest or principal in respect of notes issued by the Company to repurchase or redeem Units, the amount of interest or principal to be paid to the holder of such notes by the Company, as applicable (provided that, in each case, following such distribution the subsidiary that issued the distributed securities shall redeem or repurchase such securities from such Member for an amount of cash equal to the aggregate redemption or repurchase price of the Units of such Member to be redeemed or repurchased or the aggregate amount of interest or principal to be paid to the holder of notes issued by the Company to repurchase or redeem Units, as the case may be). The Company and the applicable Member agree to treat any such distribution as a distribution of securities of the subsidiary under Section 731(a) of the Code.
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Certain Repurchases and Redemptions. Notwithstanding anything to the contrary in this Agreement, the LLC may, at its option, exercise its repurchase or redemption rights, if any, and fulfill its repurchase or redemption obligations, if any to a holder of Units pursuant to this Agreement or any Senior Management Agreement, in whole or in part, by distributing to such holder securities issued by a Subsidiary of the LLC with a value equal to the redemption or repurchase price of the Units of such holder to be redeemed or repurchased; provided that, following such distribution the Subsidiary that issued the distributed securities shall redeem or repurchase such securities from such holder for an amount of cash equal to the aggregate redemption or repurchase price of the Units of such holder to be redeemed or repurchased. The LLC and the holder agree to treat any such distribution as a distribution of securities of the Subsidiary under Code Section 731(a).
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Related to Certain Repurchases and Redemptions

  • 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).

  • 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.

  • Redemptions and Repurchases (a) The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Declaration of Trust and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 6.2 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Series or to determine fairly the value of the net assets held with respect to the Trust or such Series or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. (b) Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Series for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined by or under authority of the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind. (c) The Trustees may require any Shareholder or group of Shareholders (including some or all of the Shareholders of any Series or Class) to redeem Shares for any reason as determined by the Trustees, in their sole discretion, including (i) the determination of the Trustees that direct or indirect ownership of Shares of the Trust or any Series has or may become concentrated in such Shareholder to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code of 1986, as amended (or any successor statute thereto), (ii) the failure of a Shareholder to supply a tax identification number if required to do so, or to have the minimum investment required (which may vary by Series or Class), (iii) if the Share activity of the account or ownership of Shares by a particular Shareholder is deemed by the Trustees either to affect adversely the management of the Trust or any Series or Class or not to be in the best interests of the remaining Shareholders of the Trust or any Series or Class or (iv) the failure of a Shareholder to pay when due for the purchase of Shares issued to him. Any such redemption shall be effected at the redemption price and in the manner provided in this Article VI. (d) The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any successor statute thereto), or to comply with the requirements of any other taxing authority. (e) Subject to applicable federal law including the 1940 Act, and except as otherwise determined by the Trustees, upon redemption, Shares shall no longer be deemed outstanding or carry any voting rights irrespective of whether a record date for any matter on which such Shares were entitled to vote had been set on a date prior to the date on which such Shares were redeemed. In making a determination as to whether redeemed Shares shall be deemed outstanding and carry any voting rights with respect to any matter on which such Shares were entitled to vote prior to redemption, subject to applicable federal law including the 1940 Act, the Trustees may, among other things, determine that Shares redeemed either before or after a date specified by the Trustees between the record date for such matter and the meeting date for such matter shall be deemed outstanding and retain voting rights, which determination may be made for any reason including that it would not be reasonably practicable to obtain a quorum if all of the Shares redeemed after the record date for such matter and before the voting date no longer were deemed outstanding and carried any voting rights.

  • 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 Fund. 2. Upon receipt of such money, Custodian shall credit such money to an Account in the name of the Fund for which such money was received. 3. Except as provided hereinafter, whenever the Fund desires Custodian to make payment out of the money held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate or Instructions out of the money held in an Account of the appropriate Fund. 4. Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by the Fund, Custodian, unless otherwise instructed by a Certificate or Instructions, shall, upon presentment of such check;, charge the amount thereof against the money held in the Account of the Fund of the Shares being redeemed, provided, that if the Fund or its agent timely advises Custodian that such check is not to be honored, Custodian shall return such check unpaid.

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