Change of Control Redemption Right. (a) No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice to the Investor of the Change of Control (Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known. (b) At any time during the period (Change of Control Period) beginning on the earlier of the date of: (i) the Investor’s receipt of a Change of Control Notice; and (ii) an announcement on ASX by the Company of a transaction which may result in a Change of Control, and ending on the date that is twenty (20) Trading Days after the consummation of such Change of Control, the Investor may require the Company to redeem (Change of Control Redemption) all or any portion of the Convertible Securities then outstanding by delivering written notice to the Company (Change of Control Redemption Notice). (c) A Change of Control Redemption Notice shall set out the amount of the Face Value of the Convertible Securities, together with any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the Investor is electing to redeem (Change of Control Amount). (d) The Change of Control Amount shall be redeemed by the Company in cash at a price (Change of Control Redemption Price) equal to 125% of the Change of Control Amount. (e) The Company shall make payment of the Change of Control Redemption Price: (i) concurrently with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control; and (ii) within five (5) Trading Days after the Company’s receipt of such notice, (the Change of Control Redemption Date). (f) Notwithstanding anything to the contrary in this clause 8, until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Change of Control Amount may be converted, in whole or in part, by the Investor into Shares, or in the event the Conversion Date is after the consummation of the Change of Control, shares or equity interests of the Successor Entity substantially equivalent to the Shares pursuant to clause 9. (g) In the event less than all of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify in the Change of Control Redemption Notice. (h) The parties agree that in the event of the Company’s redemption of any portion of the Convertible Securities under this clause 8, the Investor’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Investor. Accordingly, any redemption premium due under this clause 8 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Investor’s actual loss of its investment opportunity and not as a penalty.
Appears in 3 contracts
Samples: Convertible Securities Purchase Agreement (Engage BDR LTD), Convertible Securities Purchase Agreement (Engage BDR LTD), Convertible Securities Purchase Agreement (Engage BDR LTD)
Change of Control Redemption Right. (a) No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to Promptly after the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile or electronic mail and overnight courier to the Investor of the Change of Control Holder (a “Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b) ”). At any time during the period (Change of Control Period) beginning on the earlier to occur of the date of:
(ix) the Investor’s receipt of a Change of Control Notice; and
(ii) an announcement on ASX any oral or written agreement by the Company or any of a its Subsidiaries, upon consummation of which the transaction which may contemplated thereby would reasonably be expected to result in a Change of Control, (y) the Holder becoming aware of a Change of Control and (z) the Holder's receipt of a Change of Control Notice and ending on the date that is twenty twenty-five (2025) Trading Days after the date of the consummation of such Change of Control, the Investor Holder may require the Company to redeem (a “Change of Control Redemption”) all or any portion of the Convertible Securities then outstanding this Note by delivering written notice to the Company thereof (“Change of Control Redemption Notice).
(c”) A to the Company, which Change of Control Redemption Notice shall set out indicate the amount of Conversion Amount the Face Value of the Convertible Securities, together with any Default Interest, fees or other amounts payable by Holder is electing to require the Company to the Investor redeem. The portion of this Note subject to redemption pursuant to any Transaction Document the Investor is electing to redeem (Change of Control Amount).
(dthis Section 5(b) The Change of Control Amount shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price (Change of Control Redemption Price) equal to 125the greatest of (x) 118% of the Conversion Amount being redeemed, (y) the product of (A) the Conversion Amount being redeemed and (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (x) the consummation of the Change of Control Amount.
and (ey) The Company shall make payment the public announcement of such Change of Control and ending on the date the Holder delivers the Change of Control Redemption Price:
Notice, by (iII) concurrently with the lowest Installment Conversion Price in effect during such period and (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to the holders of the shares of Common Stock upon consummation of such Change of Control if (any such a Change non-cash consideration constituting publicly-traded securities shall be valued at the highest of Control Redemption Notice is received the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control; and
(ii) within five (5) Trading Days after , the Company’s receipt Closing Sale Price of such notice, securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (II) the lowest Installment Conversion Price in effect during such period (the “Change of Control Redemption DatePrice”).
(f. Redemptions required by this Section 5 shall be made in accordance with the provisions of Section 11. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this clause 8Section 5, but subject to Section 3(d), until the Change of Control Redemption Price (together with any interest Late Charges thereon) is paid in full, the Change of Control Conversion Amount submitted for redemption under this Section 5(b) (together with any Late Charges thereon) may be converted, in whole or in part, by the Investor Holder into SharesCommon Stock (or, or in the event the Conversion Date is if after the date of consummation of the such Change of Control, shares or equity interests into the applicable Change of the Successor Entity substantially equivalent to the Shares Control Consideration) pursuant to clause 9.
(g) Section 3. In the event less than all of the Convertible Securities are redeemed a partial redemption of this Note pursuant this clause 8hereto, the Change of Control Amount so Principal amount redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to starting from the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled final Installment Amount to be paid to hereunder on the Investorfinal Installment Date, unless the Investor shall Holder otherwise specify indicates and allocates among any Installment Dates hereunder in the applicable Change of Control Redemption Notice.
(h) . The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Convertible Securities Note under this clause 8Section 5(b), the Investor’s Holder's damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the InvestorHolder. Accordingly, any Change of Control redemption premium due under this clause 8 Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Investor’s Holder's actual loss of its investment opportunity and not as a penalty.
Appears in 3 contracts
Samples: Amendment Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.), Securities Purchase Agreement (Amyris, Inc.)
Change of Control Redemption Right. (a) No sooner than fifteen twenty (1520) days Trading Days nor later than ten (10) days Trading Days prior to the consummation of a Change of ControlControl (the “Change of Control Date”), but not prior to the public announcement of such Change of Control, the Company Corporation shall deliver written notice thereof via facsimile and overnight courier to the Investor of the Change of Control each Holder (a “Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b”) At any time during the period (Change of Control Period) beginning on the earlier of the date of:
(i) the Investor’s after a Holder's receipt of a Change of Control Notice; and
(ii) an announcement on ASX by the Company Notice or such Holder becoming aware of a transaction which may result in a Change of Control, Control if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending on the date that is later of twenty (20) Trading Days after the (A) consummation of such Change of ControlControl or (B) the date of receipt of such Change of Control Notice, the Investor such Holder may require the Company Corporation to redeem (Change of Control Redemption) all or any portion of the Convertible Securities then outstanding such Holder's Series A Preferred Stock (“Change of Control Redemption”) by delivering written notice to the Company thereof (“Change of Control Redemption Notice).
(c”) A to the Corporation, which Change of Control Redemption Notice shall set out indicate the amount number of the Face Value shares of the Convertible Securities, together with any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the Investor Series A Preferred Stock such Holder is electing to redeem (Change have the Corporation redeem. Each share of Control Amount).
(dSeries A Preferred Stock subject to redemption pursuant to this Section 9(g) The Change of Control Amount shall be redeemed by the Company Corporation in cash at a price equal to the greater of (i) product of 115% multiplied by the Corporation’s Mandatory Redemption Price and (ii) the prevailing Conversion Price plus all accrued but unpaid Dividends (the “Change of Control Redemption Price”). Redemptions required by this Section 9(g) equal shall have priority to 125% payments to all other stockholders of the Change of Control Amount.
(e) The Company shall make payment of the Change of Control Redemption Price:
(i) concurrently Corporation in connection with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control; and
(ii. To the extent redemptions required by this Section 9(g) within five (5) Trading Days after are deemed or determined by a court of competent jurisdiction to be prepayments of the Company’s receipt of Series A Preferred Stock by the Corporation, such notice, (the Change of Control Redemption Date).
(f) redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this clause 8Section 9(g), but subject to Section 6(d), until the applicable Change of Control Redemption Price (together with any interest late charges thereon) is paid in fullfull to the applicable Holder, the Change of Control Amount Series A Preferred Stock submitted by such Holder for redemption under this Section 9(g) may be converted, in whole or in part, by the Investor such Holder into Shares, Common Stock pursuant to Section 6 or in the event the Conversion Date is after the consummation of the such Change of Control, shares stock or equity interests of the Successor Entity substantially equivalent to the Shares Corporation’s shares of Common Stock pursuant to clause 9.
(g) Section 7. In the event less than all of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify in the Change of Control Redemption Notice.
(h) The parties agree that in the event of the CompanyCorporation’s redemption of any portion of the Convertible Securities Series A Preferred Stock under this clause 8Section 9(g), the Investor’s such Xxxxxx's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Investora Holder. Accordingly, any redemption premium due under this clause 8 Section 9(g) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Investor’s such Holder's actual loss of its investment opportunity and not as a penalty.as
Appears in 1 contract
Samples: Securities Purchase Agreement (Digital Media Solutions, Inc.)
Change of Control Redemption Right. (a) No sooner than fifteen twenty (1520) days Trading Days nor later than ten (10) days Trading Days prior to the consummation of a Change of ControlControl (the “Change of Control Date”), but not prior to the public announcement of such Change of Control, the Company Partnership shall deliver written notice thereof via facsimile and overnight courier to the Investor of the Change of Control each Series A Preferred Holder (a “Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b) ”). At any time during the period (Change of Control Period) beginning on the earlier of the date of:
(i) the Investorafter a Holder’s receipt of a Change of Control Notice; and
(ii) an announcement on ASX by the Company Notice or such Holder becoming aware of a transaction which may result in a Change of Control, Control if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending on the date that is later of twenty (20) Trading Days after (A) consummation of such Change of Control or (B) the date of receipt of such Change of Control Notice, such Holder may require the Partnership to redeem all or any portion of such Holder’s Series A Preferred Units by delivering written notice thereof (“Change of Control Redemption Notice”) to the Partnership, which Change of Control Redemption Notice shall indicate the number of Series A Preferred Units such Holder is electing to have the Partnership redeem. Each Series A Preferred Unit subject to redemption pursuant to this Section 5.8(g)(ii) shall be redeemed by the Partnership in cash at a price equal to the greatest of (i) the product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Change of Control Redemption Premium multiplied by (y) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale Price of the Common Units during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date such Series A Preferred Holder delivers the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (y) the Change of Control Redemption Premium multiplied by (z) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per Common Unit to be paid to such holders of the Common Units upon consummation of such Change of Control (any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Investor may require Closing Sale Price of such securities on the Company to redeem (Trading Day immediately following the public announcement of such proposed Change of Control Redemption) all or any portion and the Closing Sale Price of such securities on the Convertible Securities then outstanding by delivering written notice Trading Day immediately prior to the Company (public announcement of such proposed Change of Control Redemption Notice).
Control) divided by (cII) A Change of Control Redemption Notice shall set out the amount of Conversion Price then in effect (the Face Value of the Convertible Securities, together with any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the Investor is electing to redeem (Change of Control Amount).
(d) The Change of Control Amount shall be redeemed by the Company in cash at a price (“Change of Control Redemption Price”). Redemptions required by this Section 5.8(g)(ii) equal shall have priority to 125% payments to all other Unitholders of the Change of Control Amount.
(e) The Company shall make payment of the Change of Control Redemption Price:
(i) concurrently Partnership in connection with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control; and
(ii. To the extent redemptions required by this Section 5.8(g)(ii) within five (5) Trading Days after are deemed or determined by a court of competent jurisdiction to be prepayments of the Company’s receipt of Series A Preferred Units by the Partnership, such notice, (the Change of Control Redemption Date).
(f) redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this clause 8Section 5.8(g)(ii), but subject to Section 5.8(b)(iv), until the applicable Change of Control Redemption Price (together with any interest thereon) is paid in fullfull to the applicable Series A Preferred Holder, the Change of Control Amount Series A Preferred Units submitted by such Series A Preferred Holder for redemption under this Section 5.8(g)(ii) may be converted, in whole or in part, by the Investor such Series A Preferred Holder into Shares, Common Units pursuant to Section 5.8(b)(i) or in the event the Conversion Date is after the consummation of the such Change of Control, shares unit, stock or equity interests of the Successor Entity substantially equivalent to the Shares Partnership’s Common Units pursuant to clause 9.
(g) Section 5.8(b)(i). In the event less than all of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify in the Change of Control Redemption Notice.
(h) The parties agree that in the event of the CompanyPartnership’s redemption of any portion of the Convertible Securities Series A Preferred Units under this clause 8Section 5.8(g)(ii), the Investorsuch Series A Preferred Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Investora Series A Preferred Holder. Accordingly, any redemption premium due under this clause 8 Section 5.8(g)(ii) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Investorsuch Series A Preferred Holder’s actual loss of its investment opportunity and not as a penalty. The Partnership shall make payment of the applicable Change of Control Redemption Price concurrently with the consummation of such Change of Control if a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within two (2) Trading Days after the Partnership’s receipt of such notice otherwise (the “Change of Control Redemption Date”).
Appears in 1 contract
Samples: Agreement of Limited Partnership (Emerge Energy Services LP)
Change of Control Redemption Right. (a) No sooner than fifteen twenty (1520) days Trading Days nor later than ten (10) days Trading Days prior to the consummation of a Change of ControlControl (the “Change of Control Date”), but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via electronic mail and overnight courier (next day delivery selected) to the Investor of the Change of Control each Holder (a “Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b) ”). At any time during the period (Change of Control Period) beginning on the earlier of the date of:
(i) the Investorafter a Holder’s receipt of a Change of Control Notice; and
(ii) an announcement on ASX by the Company Notice or such Holder becoming aware of a transaction which may result in a Change of Control, Control if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending on the date that is later of twenty (20) Trading Days after the (A) consummation of such Change of ControlControl or (B) the date of receipt of such Change of Control Notice, the Investor such Holder may require the Company to redeem (Change of Control Redemption) all or any portion of the Convertible Securities then outstanding such Holder’s Preferred Shares by delivering written notice to the Company thereof (“Change of Control Redemption Notice).
(c”) A to the Company, which Change of Control Redemption Notice shall set out indicate the amount number of the Face Value of the Convertible Securities, together with any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the Investor Preferred Shares such Holder is electing to redeem (Change of Control Amount).
(dhave the Company redeem. Each Preferred Share subject to redemption pursuant to this Section 6(b) The Change of Control Amount shall be redeemed by the Company in cash at a price equal to the greatest of (i) the product of (x) the Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the product of (x) the Conversion Amount being redeemed multiplied by (y) the quotient determined by dividing (I) the greatest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation of the applicable Change of Control Redemption Priceand (2) equal to 125% the public announcement of the such Change of Control Amount.
(e) The Company shall make payment of and ending on the date such Holder delivers the Change of Control Redemption Price:
Notice by (iII) concurrently with the Conversion Price then in effect and (iii) the product of (x) the Conversion Amount being redeemed multiplied by (y) the quotient of (A) the aggregate cash consideration and the aggregate cash value of any non-cash consideration per share of Common Stock to be paid to such holders of the shares of Common Stock upon consummation of such Change of Control if (any such a Change non-cash consideration constituting publicly-traded securities shall be valued at the highest of Control Redemption Notice is received the Closing Sale Price of such securities as of the Trading Day immediately prior to the consummation of such Change of Control; and
(ii) within five (5) Trading Days after , the Company’s receipt Closing Sale Price of such notice, securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of Control) divided by (B) the Conversion Price then in effect (the “Change of Control Redemption DatePrice”).
(f. Redemptions required by this Section 6(b) shall have priority to payments to all other stockholders of the Company in connection with such Change of Control. To the extent redemptions required by this Section 6(b) are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this clause 8Section 6(b), but subject to Section 4(d), until the applicable Change of Control Redemption Price (together with any interest Late Charges thereon) is paid in fullfull to the applicable Holder, the Change of Control Amount Preferred Shares submitted by such Holder for redemption under this Section 6(b) may be converted, in whole or in part, by the Investor such Holder into Shares, Common Stock pursuant to Section 4 or in the event the Conversion Date is after the consummation of the such Change of Control, shares stock or equity interests of the Successor Entity substantially equivalent to the Shares Company’s shares of Common Stock pursuant to clause 9.
(g) Section 4. In the event less than all of a partial redemption of the Convertible Securities are redeemed Preferred Shares held by a Holder pursuant this clause 8hereto, the Change number of Control Amount so Preferred Shares of such Holder redeemed shall be deducted from the Amortisation Instalment Amounts applying Installment Amount(s) of such reduction Holder relating to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify applicable Installment Date(s) as set forth in the Change of Control Redemption Notice.
(h) The parties agree that in . In the event of the Company’s redemption of any portion of the Convertible Securities Preferred Shares under this clause 8Section 6(b), the Investorsuch Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Investora Holder. Accordingly, any redemption premium due under this clause 8 Section 6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Investorsuch Holder’s actual loss of its investment opportunity and not as a penalty. The Company shall make payment of the applicable Change of Control Redemption Price concurrently with the consummation of such Change of Control if a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within two (2) Trading Days after the Company’s receipt of such notice otherwise (the “Change of Control Redemption Date”). Redemptions required by this Section 6 shall be made in accordance with the provisions of Section 12.
Appears in 1 contract
Change of Control Redemption Right. (a) No sooner than fifteen (15) days nor later Not less than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof to the Investor of the Change of Control each Holder (a “Change of Control Notice”) setting out forth a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b) . At any time during the period (Change of Control Period) beginning on the earlier earliest to occur of the date of:
(ix) the Investorpublic announcement of any oral or written agreement by the Company or any of its Subsidiaries, upon consummation of which the transaction contemplated thereby would reasonably be expected to result in a Change of Control, (y) such Holder’s receipt of a Change of Control Notice; and
, and (iiz) an announcement on ASX by the Company consummation of a such transaction which may result results in a Change of Control, and ending on the date that is twenty twenty-five (2025) Trading Days after the date of the consummation of such Change of Control, the Investor such Holder may require the Company to redeem (a “Holder Change of Control Redemption) ”), to the fullest extent permitted by law and out of funds lawfully available therefor, all or any portion of the Convertible Securities then outstanding such Holder’s Series A Preferred Shares by delivering written notice to the Company thereof (a “Holder Change of Control Redemption Notice).
(c”) A to the Company, which Holder Change of Control Redemption Notice shall set out indicate the amount Conversion Amount such Holder is electing to require the Company to redeem. Within ten (10) days before or after the applicable Change of Control, the Face Value Company may redeem (a “Company Change of the Convertible SecuritiesControl Redemption” and, together with any Default Interesta Holder Change of Control Redemption, fees or other amounts payable a “Change of Control Redemption”) all but not less than all of such Holder’s Series A Preferred Shares by delivering written notice (a “Company Change of Control Redemption Notice” and, together with a Holder Change of Control Redemption Notice, a “Change of Control Redemption Notice”) to the Holder, which Company Change of Control Redemption Notice shall indicate the Conversion Amount the Company to the Investor pursuant to any Transaction Document the Investor is electing to redeem (redeem; provided, that a Company Change of Control Amount).
(d) The Redemption shall only be permitted with respect to a Change of Control Amount in which one hundred percent (100%) of the Equity Interests of the Company is purchased for cash and/or Cash Equivalents (as defined in the Notes). If the Company elects to cause a Company Change of Control Redemption pursuant to this Section 7(a), then it must simultaneously take the same action with respect to all Series A Preferred Shares then outstanding. Any Series A Preferred Shares subject to redemption pursuant to this Section 7(a) shall be redeemed by the Company in cash by wire transfer of immediately available funds at a price equal to the sum of (A) the greater of (x) the Conversion Amount of the Series A Preferred Shares being redeemed and (y) the product of (i) the Conversion Amount being redeemed and (ii) the quotient determined by dividing (I) the highest Closing Sale Price of the shares of Common Stock during the period beginning on the date immediately preceding the public announcement of such Change of Control and ending on the date of such Change of Control, by (II) the lowest Conversion Price in effect during such period, in addition to any and all other amounts due hereunder and (B) the Make-Whole Amount (the “Change of Control Redemption Price) equal to 125% of the Change of Control Amount.
(e) ”). The Company shall make payment of deliver the Change of Control Redemption Price:
(i) Price to each Holder concurrently with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control; and
Control and within three (ii3) within five (5) Trading Business Days after the Company’s receipt delivery to the Company of such notice, notice otherwise (the “Change of Control Redemption Date”).
(f. Redemptions required by this Section 7(a) shall be made in accordance with the provisions of Section 11 and shall have priority to payments to stockholders in connection with a Change of Control. To the extent redemptions required by this Section 7(a) are deemed or determined by a court of competent jurisdiction to be prepayments of the Series A Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this clause 8Section 7(a), until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Change of Control Conversion Amount submitted for redemption under this Section 7(a) (together with any interest thereon) may be (i) converted, in whole or in part, by the Investor a Holder into Sharesshares of Common Stock pursuant to Section 5, or in the event the Conversion Date is after the consummation of the Change of Control, shares or equity interests of the Successor Entity substantially equivalent to the Shares Common Stock pursuant to clause 9.
Section 5 and/or (gii) In exchanged, in whole or in part, by a Holder into Exchange Notes and Exchange Series B Warrants pursuant to Section 16. All Series A Preferred Shares converted by a Holder after the event less than all delivery of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify in the a Change of Control Redemption Notice.
(hNotice pursuant to Section 5(c) or exchanged pursuant to Section 16 shall reduce the Series A Preferred Shares required to be redeemed on the related Change of Control Redemption Date. The parties hereto agree that in the event of the Company’s redemption of any portion of the Convertible Securities Series A Preferred Shares under this clause 8Section 7(a), the Investor’s Holders’ damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the InvestorHolders. Accordingly, any redemption premium due under this clause 8 Section 7(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Investor’s Holders’ actual loss of its investment opportunity and not as a penalty.
Appears in 1 contract
Change of Control Redemption Right. (a) No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile, email, or overnight courier to the Investor Holders (a “Change of Control Notice”); provided, that with respect to a Fundamental Transaction whereby the Company shall consolidate or merge with or into another Person whereby the Company is the surviving entity and in which holders of the Company’s voting power immediately prior to such consolidation or merger continue after such consolidation or merger to hold publicly traded securities and, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors, or their equivalent if other than a corporation, of such entity or entities, then, notwithstanding the foregoing, the Change of Control (Notice shall not be required to be delivered prior to the public announcement of such Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b) Control. At any time during the period (the “Change of Control Period”) beginning on the earlier of the date of:
(i) the Investorafter a Holder’s receipt of a Change of Control Notice; and
(ii) an announcement on ASX by the Company of a transaction which may result in a Change of Control, Notice and ending on the date that is twenty (20) Trading Days after the consummation of such Change of Control, the Investor such Holder may require the Company to redeem (Change of Control Redemption) all or any portion of the Convertible Securities then outstanding such Holder’s shares of Series C Preferred Stock by delivering written notice to the Company thereof (“Change of Control Redemption Notice).
(c”) A to the Company, which Change of Control Redemption Notice shall set out indicate the amount of Conversion Amount the Face Value of the Convertible Securities, together with any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the Investor Holder is electing to redeem (Change redeem. Any shares of Control Amount).
(d) The Change of Control Amount Series C Preferred Stock subject to redemption pursuant to this Paragraph 10 shall be redeemed by the Company in cash at a price equal to 110% of the greater of (a) the product of (x) the sum of the Conversion Amount being redeemed together with any accrued but unpaid Dividends per shares of the Series C Preferred Stock and (y) the quotient determined by dividing (A) the greater of (1) the Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control, (2) the Closing Sale Price of the Common Stock immediately prior to the announcement of such proposed Change of Control, and (3) the Closing Sale Price immediately prior to the consummation of such proposed Change of Control by (B) the Conversion Price and (b) the sum of the Conversion Amount being redeemed together with any accrued but unpaid Dividends per Preferred Share (the “Change of Control Redemption Price) equal to 125% of the Change of Control Amount.
(e) ”). The Company shall make payment of the Change of Control Redemption Price:
(i) Price concurrently with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control; and
(ii) Control and within five (5) Trading Days after the Company’s receipt of such notice, notice otherwise (the “Change of Control Redemption Date”).
(f) . To the extent redemptions required by this Paragraph 10 are deemed or determined by a court of competent jurisdiction to be prepayments of the shares of Series C Preferred Stock by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this clause 8Paragraph 10, until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Change of Control Conversion Amount submitted for redemption under this Paragraph 10 may be converted, in whole or in part, by the Investor Holder into SharesCommon Stock, or in the event the Conversion Date is after the consummation of the Change of Control, shares or equity interests of the Successor Entity substantially equivalent to the Shares pursuant to clause 9.
(g) In the event less than all of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify in the Change of Control Redemption Notice.
(h) Company’s Common Stock. The parties hereto agree that in the event of a Change of Control and the Company’s redemption of any portion of the Convertible Securities Series C Preferred Stock under this clause 8Paragraph 10 as a result thereof, the InvestorHolder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the InvestorHolder. Accordingly, any redemption premium due under this clause 8 Paragraph 10 is intended by the parties to be, and shall be deemed, a reasonable estimate of the InvestorHolder’s actual loss of its investment opportunity and not as a penalty. In the event that the Company does not pay the Change of Control Redemption Price on the Change of Control Redemption Date, then the Holder shall have the right to void the redemption using the same procedures set forth in Paragraph 4(e) but substituting the term “Change of Control Redemption Price” for “Redemption Price” and substituting the term “Change of Control Redemption Notice” for “Notice of Redemption at Option of Holder.”
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Earth Energy, Inc.)
Change of Control Redemption Right. So long as Holders (aand their transferees) No continue to hold in the aggregate at least 25% of the aggregate number of Preferred Shares purchased on the Initial Issuance Date (such Holders, the “Eligible Holders”), no sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Investor of the Change of Control Eligible Holders (a “Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b) ”). At any time during the period (the “Change of Control Period”) beginning on the earlier of the date of:
(i) the Investorafter a Holder’s receipt of a Change of Control Notice; and
(ii) an announcement on ASX by the Company of a transaction which may result in a Change of Control, Notice and ending on the date that is twenty (20) Trading Days after the consummation of such Change of Control, the Investor such Eligible Holder may require the Company to redeem (Change of Control Redemption) all or any portion of the Convertible Securities then outstanding such Holder’s Preferred Shares by delivering written notice to the Company thereof (“Change of Control Redemption Notice).
(c”) A to the Company, which Change of Control Redemption Notice shall set out indicate the amount of Conversion Amount the Face Value of the Convertible Securities, together with any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the Investor Holder is electing to redeem (Change of Control Amount).
(d) The Change of Control Amount redeem. Any Preferred Shares subject to redemption pursuant to this Section 8 shall be redeemed by the Company in cash at a price equal to the greater of (i) the product (x) the sum of the Conversion Amount being redeemed together with any accrued but unpaid Dividends per Preferred Share and (y) the quotient determined by dividing (A) the Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 115% of the sum of the Conversion Amount being redeemed together with any accrued but unpaid Dividends per Preferred Share (the “Change of Control Redemption Price) equal to 125% of the Change of Control Amount.
(e) ”). The Company shall make made payment of the Change of Control Redemption Price:
(i) Price concurrently with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control; and
(ii) Control and within five (5) Trading Days after the Company’s receipt of such notice, notice otherwise (the “Change of Control Redemption Date”).
(f) . To the extent redemptions required by this Section 8 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this clause Section 8, until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Change of Control Conversion Amount submitted for redemption under this Section 8 may be converted, in whole or in part, by the Investor Holder into Sharesshares of Common Stock, or in the event the Conversion Date is after the consummation of the Change of Control, shares or equity interests of the Successor Entity substantially equivalent to the Shares Company’s Common Stock pursuant to clause 9.
(g) In the event less than all of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify in the Change of Control Redemption Notice.
(h) Section 2(c)(i). The parties hereto agree that in the event of the Company’s redemption of any portion of the Convertible Securities Note under this clause Section 8, the InvestorHolder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the InvestorHolder. Accordingly, any redemption premium due under this clause Section 8 is intended by the parties to be, and shall be deemed, a reasonable estimate of the InvestorHolder’s actual loss of its investment opportunity and not as a penalty. In the event that the Company does not pay the Change of Control Redemption Price on the Change of Control Redemption Date, then the Holder shall have the right to void the redemption pursuant to Section 3(e) with the term “Change of Control Redemption Price” being substituted for “Redemption Price” and “Change of Control Redemption Notice” being substituted for “Notice of Redemption at Option of Holder”. In the event of a partial redemption of Preferred Shares pursuant hereto, the Conversion Amount redeemed shall be deducted from the Installment Amounts relating to the applicable Installment Dates as set forth in the Change of Control Redemption Notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Devcon International Corp)
Change of Control Redemption Right. (a) No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Investor of the Change of Control Holder (a “Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b) ”). At any time during the period (Change of Control Period) beginning on after the earlier of the date of:
(i) the InvestorHolder’s receipt of a Change of Control Notice; and
(ii) an announcement on ASX by the Company of a transaction which may result in a Change of Control, Notice and ending on the date that is twenty ten (2010) Trading Days after the consummation of such Change of Control, the Investor Holder may require the Company to redeem (Change of Control Redemption) all or any portion of the Convertible Securities then outstanding this Note by delivering written notice to the Company thereof (“Change of Control Redemption Notice).
(c”) A to the Company, which Change of Control Redemption Notice shall set out indicate the amount of Conversion Amount the Face Value of the Convertible Securities, together with any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the Investor Holder is electing to redeem (Change be redeemed. The portion of Control Amount).
(d) The Change of Control Amount this Note subject to redemption pursuant to this Section 5 shall be redeemed by the Company in cash at a price equal to the greater of (i) the product of the Change of Control Premium and the product of (x) the sum of the Conversion Amount being redeemed and any accrued and unpaid Interest with respect to such Conversion Amount and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest and (y) the quotient determined by dividing (A) the Closing Sale Price of the Common Stock immediately following the public announcement of such proposed Change of Control by (B) the Conversion Price and (ii) 150% of the sum of the Conversion Amount being redeemed and any accrued and unpaid Interest with respect to such Conversion Amount subject to such Change of Control Redemption and accrued and unpaid Late Charges with respect to such Conversion Amount and Interest (the “Change of Control Redemption Price) equal to 125% of the Change of Control Amount.
(e) The Company ”). Redemptions required by this Section 5 shall make payment of the Change of Control Redemption Price:
(i) concurrently be made in accordance with the consummation provisions of such Change of Control if such Section 15 and shall have priority over payments to shareholders in connection with a Change of Control Redemption Notice is received prior Control. To the extent redemptions required by this Section 5(b) are deemed or determined by a court of competent jurisdiction to the consummation be prepayments of such Change of Control; and
(ii) within five (5) Trading Days after this Note by the Company’s receipt of , such notice, (the Change of Control Redemption Date).
(f) redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this clause 8Section 5, until the Change of Control Redemption Price (together with any interest Interest thereon) is paid in full, the Change of Control Conversion Amount submitted for redemption under this Section 5(b) may be converted, in whole or in part, by the Investor Holder into Sharesshares of Common Stock, or in the event the Conversion Date is after the consummation of the Change of Control, shares of publicly traded common stock (or equity interests their equivalent) of the Successor Entity substantially equivalent to the Shares pursuant to clause 9.
(g) In the event less than all of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify in the Change of Control Redemption Notice.
(h) Section 3. The parties hereto agree that in the event of the Company’s redemption of any portion of the Convertible Securities this Note under this clause 8Section 5(b), the InvestorHolder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest Interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the InvestorHolder. Accordingly, any redemption premium due under this clause 8 Section 5(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the InvestorHolder’s actual loss of its investment opportunity and not as a penalty.
Appears in 1 contract
Change of Control Redemption Right. (a) No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Investor of the Change of Control Holders (a "Change of Control Notice) setting out "). In the event that the Successor Entity is not a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b) At publicly traded corporation whose common shares are quoted or listed for trading on an Eligible Market, at any time during the period (the "Change of Control Period") beginning on the earlier of the date of:
(i) the Investor’s after a Holder's receipt of a Change of Control Notice; and
(ii) an announcement on ASX by the Company of a transaction which may result in a Change of Control, Notice and ending on the date that is twenty (20) Trading Days after the consummation of such Change of Control, the Investor such Holder may require the Company to redeem prior to any payment on any Junior Shares (Change of Control Redemptionas defined below) all or any portion of the Convertible Securities then outstanding such Holder's Preferred Shares by delivering written notice to the Company thereof ("Change of Control Redemption Notice).
(c") A to the Company, which Change of Control Redemption Notice shall set out indicate the amount of Conversion Amount the Face Value of the Convertible Securities, together with any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the Investor Holder is electing to redeem (Change of Control Amount).
(d) The Change of Control Amount redeem. Any Preferred Shares subject to redemption pursuant to this Section 8 shall be redeemed by the Company in cash at a price equal to (the "Change of Control Redemption Price") equal to 125% the greater of (i) the Conversion Amount being redeemed and (ii) the product of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the aggregate Change of Control Transaction Consideration (as defined below) by (II) the Conversion Price. In the event that any of the Change of Control Amount.
Redemption Price is based on any Non-Cash Consideration (eas defined below) (a "Non-Cash Change of Control"), then the Holder shall be entitled to indicate in its Change of Control Redemption Notice (the "Alternate Change of Control Redemption") that the Change of Control Redemption Price shall be equal to (i) cash in an amount equal to 110% of the Conversion Amount being redeemed, (ii) in exchange for the surrender to the Company of the Change of Control Eligible Dividend Shares (as defined below), the Change of Control Dividend Share Payment (as defined below) (the cash payments under the foregoing clauses (i) and (ii) are referred to herein as the "Alternate Change of Control Cash Payment") and (iii) as to the Change of Control Balance Amount (as defined below), the same form of consideration per share of Common Stock as that paid upon consummation of the Change of Control. The Company shall make payment of the Change of Control Redemption Price:
(i) Price concurrently with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control; and
(ii) Control and within five (5) Trading Days after the Company’s 's receipt of such notice, notice otherwise (the "Change of Control Redemption Date").
(f) . To the extent redemptions required by this Section 8 are deemed or determined by a court of competent jurisdiction to be prepayments of the Preferred Shares by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this clause Section 8, until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Change of Control Conversion Amount submitted for redemption under this Section 8(a) may be converted, in whole or in part, by the Investor Holder into SharesCommon Stock, or in the event the Conversion Date is after the consummation of the Change of Control, shares or equity interests of the Successor Entity substantially equivalent to the Shares Company's Common Stock pursuant to clause 9.
(g) In the event less than all of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify in the Change of Control Redemption Notice.
(h) Section 2(c)(i). The parties hereto agree that in the event of the Company’s 's redemption of any portion of the Convertible Securities Preferred Shares under this clause 8Section 8(a), the Investor’s Holder's damages would be uncertain and difficult to estimate because of the parties’ ' inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the InvestorHolder. Accordingly, any redemption premium due under this clause 8 Section 8(a) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Investor’s Holder's actual loss of its investment opportunity and not as a penalty.. In the event that the Company does not pay the Change of Control Redemption Price on the Change of Control Redemption Date, then the Holder shall have the right to void the redemption pursuant to Section 3(e) with the term "Change of Control Redemption Price" being substituted for "Redemption Price" and "Change of Control Redemption Notice" being substituted for "Notice of Redemption at Option of Holder". For purposes of this Section 8(a), the following terms shall have the following meanings:
Appears in 1 contract
Samples: Consent and Waiver Agreement (Interpharm Holdings Inc)
Change of Control Redemption Right. (a) No sooner than fifteen (15) days nor ---------------------------------- later than ten (10) days prior to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall deliver written notice thereof via facsimile and overnight courier to the Investor Holders (a "CHANGE OF CONTROL NOTICE"); provided, that with respect to a --------- Fundamental Transaction whereby the Company shall consolidate or merge with or into another Person whereby the Company is the surviving entity and in which holders of the Company's voting power immediately prior to such consolidation or merger continue after such consolidation or merger to hold publicly traded securities and, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, then, notwithstanding the foregoing, the Change of Control (Notice shall not be required to be delivered prior to the public announcement of such Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b) Control. At any time during the period (Change of Control Periodthe "CHANGE OF CONTROL PERIOD") beginning on the earlier of the date of:
(i) the Investor’s after a Holder's receipt of a Change of Control Notice; and
(ii) an announcement on ASX by the Company of a transaction which may result in a Change of Control, Notice and ending on the date that is twenty (20) Trading Days after the consummation of such Change of Control, the Investor such Holder may require the Company to redeem (Change of Control Redemption) all or any portion of the Convertible Securities then outstanding such Holder's shares of Series D Preferred Stock by delivering written notice thereof ("CHANGE OF CONTROL REDEMPTION NOTICE") to the Company (Change of Control Redemption Notice).
(c) A Company, which Change of Control Redemption Notice shall set out indicate the amount of Conversion Amount the Face Value of the Convertible Securities, together with any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the Investor Holder is electing to redeem (Change redeem. Any shares of Control Amount).
(d) The Change of Control Amount Series D Preferred Stock subject to redemption pursuant to this Section 9 shall be redeemed by the Company in cash at a price equal to 110% of the greater of (i) the product of (x) the sum of the Conversion Amount being redeemed together with any accrued but unpaid Dividends and Special Payments per Preferred Share and (y) the quotient determined by dividing (A) the greater of (I) the Closing Sale Price of the Common Shares immediately following the public announcement of such proposed Change of Control, (II) the Closing Sale Price of the Common Shares immediately prior to the announcement of such proposed Change of Control Redemption Priceand (III) equal the Closing Sale Price immediately prior to 125% the consummation of the such proposed Change of Control Amount.
by (eB) the Conversion Price and (ii) the sum of the Conversion Amount being redeemed together with any accrued but unpaid Dividends and Special Payments per Preferred Share (the "CHANGE OF CONTROL REDEMPTION PRICE"). The Company shall make payment of the Change of Control Redemption Price:
(i) Price concurrently with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control; and
(ii) Control and within five (5) Trading Days after the Company’s 's receipt of such notice, notice otherwise (the Change "CHANGE OF CONTROL REDEMPTION DATE"). To the extent redemptions required by this Section 9 are deemed or determined by a court of Control Redemption Date).
(f) Notwithstanding anything to the contrary in this clause 8, until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Change of Control Amount may be converted, in whole or in part, by the Investor into Shares, or in the event the Conversion Date is after the consummation of the Change of Control, shares or equity interests of the Successor Entity substantially equivalent to the Shares pursuant to clause 9.
(g) In the event less than all of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify in the Change of Control Redemption Notice.
(h) The parties agree that in the event of the Company’s redemption of any portion of the Convertible Securities under this clause 8, the Investor’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Investor. Accordingly, any redemption premium due under this clause 8 is intended by the parties to be, and shall be deemed, a reasonable estimate of the Investor’s actual loss of its investment opportunity and not as a penalty.competent jurisdiction to
Appears in 1 contract
Samples: Securities Purchase Agreement (Charys Holding Co Inc)
Change of Control Redemption Right. (a) No sooner than fifteen twenty (1520) days Trading Days nor later than ten (10) days Trading Days prior to the consummation of a Change of ControlControl (the “Change of Control Date”), but not prior to the public announcement of such Change of Control, the Company Corporation shall deliver written notice thereof via facsimile and overnight courier to the Investor of the Change of Control each Holder (a “Change of Control Notice) setting out a description of such transaction in reasonable detail and the anticipated Change of Control Redemption Date if then known.
(b”) At any time during the period (Change of Control Period) beginning on the earlier of the date of:
(i) the Investorafter a Holder’s receipt of a Change of Control Notice; and
(ii) an announcement on ASX by the Company Notice or such Holder becoming aware of a transaction which may result in a Change of Control, Control if a Change of Control Notice is not delivered to such Holder in accordance with the immediately preceding sentence (as applicable) and ending on the date that is later of twenty (20) Trading Days after the (A) consummation of such Change of ControlControl or (B) the date of receipt of such Change of Control Notice, the Investor such Holder may require the Company Corporation to redeem (Change of Control Redemption) all or any portion of the Convertible Securities then outstanding such Holder’s Series B Preferred Stock (“Change of Control Redemption”) by delivering written notice to the Company thereof (“Change of Control Redemption Notice).
(c”) A to the Corporation, which Change of Control Redemption Notice shall set out indicate the amount number of the Face Value shares of the Convertible Securities, together with any Default Interest, fees or other amounts payable by the Company to the Investor pursuant to any Transaction Document the Investor Series B Preferred Stock such Holder is electing to redeem (Change have the Corporation redeem. Each share of Control Amount).
(dSeries B Preferred Stock subject to redemption pursuant to this Section 9(g) The Change of Control Amount shall be redeemed by the Company Corporation in cash at a price equal to the greater of (i) product of 115% multiplied by the Corporation’s Mandatory Redemption Price and (ii) the prevailing Conversion Price plus all accrued but unpaid Dividends (the “Change of Control Redemption Price”). Redemptions required by this Section 9(g) equal shall have priority to 125% payments to all other stockholders of the Change of Control Amount.
(e) The Company shall make payment of the Change of Control Redemption Price:
(i) concurrently Corporation in connection with the consummation of such Change of Control if such a Change of Control Redemption Notice is received prior to the consummation of such Change of Control; and
(ii. To the extent redemptions required by this Section 9(g) within five (5) Trading Days after are deemed or determined by a court of competent jurisdiction to be prepayments of the Company’s receipt of Series B Preferred Stock by the Corporation, such notice, (the Change of Control Redemption Date).
(f) redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this clause 8Section 9(g), but subject to Section 6(d), until the applicable Change of Control Redemption Price (together with any interest late charges thereon) is paid in fullfull to the applicable Holder, the Change of Control Amount Series B Preferred Stock submitted by such Holder for redemption under this Section 9(g) may be converted, in whole or in part, by the Investor such Holder into Shares, Common Stock pursuant to Section 6 or in the event the Conversion Date is after the consummation of the such Change of Control, shares stock or equity interests of the Successor Entity substantially equivalent to the Shares Corporation’s shares of Common Stock pursuant to clause 9.
(g) Section 7. In the event less than all of the Convertible Securities are redeemed pursuant this clause 8, the Change of Control Amount so redeemed shall be deducted from the Amortisation Instalment Amounts applying such reduction to the Amortisation Dates in reverse order first to the last Amortisation Date on which Amortisation Instalment Amounts are then scheduled to be paid to the Investor, unless the Investor shall otherwise specify in the Change of Control Redemption Notice.
(h) The parties agree that in the event of the CompanyCorporation’s redemption of any portion of the Convertible Securities Series B Preferred Stock under this clause 8Section 9(g), the Investorsuch Xxxxxx’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Investora Holder. Accordingly, any redemption premium due under this clause 8 Section 9(g) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Investorsuch Holder’s actual loss of its investment opportunity and not as a penalty. The Corporation shall make payment of the applicable Change of Control Redemption Price concurrently with the consummation of such Change of Control if a Change of Control Redemption Notice is received prior to the consummation of such Change of Control and within two (2) Trading Days after the Corporation’s receipt of such notice otherwise (the “Change of Control Redemption Date”) Redemptions required by this Section 9 shall be made in accordance with the provisions of Section 9(h).
Appears in 1 contract
Samples: Securities Purchase Agreement (Digital Media Solutions, Inc.)
