Common use of Deposit of Funds Clause in Contracts

Deposit of Funds. The Corporation shall, on or prior to the Optional Redemption Date, pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of Redemption, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 6 contracts

Samples: Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Aames Financial Corp/De)

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Deposit of Funds. The Corporation shall, on or prior to the Optional Redemption Date, pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C B Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of Redemption, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price for such shares upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C B Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C B Preferred Stock after the Optional Redemption Date, Date for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C B Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 6 contracts

Samples: Preferred Stock Purchase Agreement (Aames Financial Corp/De), Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp)

Deposit of Funds. The Corporation shall, no later than 11:00 a.m., New York City time, on any Redemption Date or prior to the Optional Change of Control Redemption Date, Date pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors500,000,000, as a trust fund for the benefit of the holders of the shares of Series C A Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of RedemptionRedemption or Change of Control Notice, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price or Change of Control Redemption Price, as the case may be, upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C A Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificatescertificates and all rights under Articles IX and XI hereof, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C A Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 4 contracts

Samples: Investment Agreement (Magellan Health Services Inc), Investment Agreement (TPG Advisors Ii Inc), Investment Agreement (TPG Advisors Ii Inc)

Deposit of Funds. The Corporation shall, no later than 11:00 a.m., New York City time, on any Redemption Date or prior to the Optional Change of Control Redemption Date, Date pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors500,000,000, as a trust fund for the benefit of the holders of the shares of Series C B Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of RedemptionRedemption or Change of Control Notice, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price or Change of Control Redemption Price, as the case may be, upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C B Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificatescertificates and all rights under Articles IX and XI hereof, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C B Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 4 contracts

Samples: Investment Agreement (Magellan Health Services Inc), Investment Agreement (TPG Advisors Ii Inc), Investment Agreement (TPG Advisors Ii Inc)

Deposit of Funds. The Corporation shallIssuer shall deposit with the Issuing Agent not later than 10:00 a.m. New York City time on each Interest Payment Date funds available for payment on such Interest Payment Date in an amount sufficient to pay all interest due on the Notes on such Interest Payment Date and shall deposit with the Issuing Agent not later than 10:00 a.m. New York City time on each redemption date or maturity date of any Note funds available for payment on such Interest Payment Date in an amount sufficient to pay the principal of, premium, if any, and accrued interest, if any, on any such Note to, but excluding, the redemption date or maturity date, as the case may be. If there is deposited with the Issuing and Paying Agent as trust funds, for the purpose hereinafter stated, an amount, in cash or in U.S. Government Securities sufficient to pay and discharge the principal of and premium and interest, if any, on the Notes, as and when the same become due and payable, including upon any redemption prior to maturity, the Optional Redemption DateIssuer will be deemed to have satisfied and discharged the Notes. Notwithstanding the foregoing, pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in if the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares Notes are to be redeemed prior to their maturity as contemplated by Section 10 hereof, such Notes will not be deemed satisfied and discharged until such Notes have been irrevocably called or designated for redemption on a date when such Notes may be called for redemption and proper notice of redemption has been given in accordance with the Notice terms of Redemption, with the Notes or the Issuer has given the Issuing and Paying Agent irrevocable instructions and authority to give such transfer agent or other redemption agent to pay to the respective holders notice of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demandredemption.

Appears in 4 contracts

Samples: Issuing and Paying Agency Agreement (Enable Midstream Partners, LP), Issuing and Paying Agency Agreement (Enable Midstream Partners, LP), Issuing and Paying Agency Agreement (Oge Energy Corp.)

Deposit of Funds. The Corporation shall, on or prior to the Mandatory Redemption Date or Optional Redemption Date, as applicable, pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C B Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of Redemption, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price for such shares upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C B Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C B Preferred Stock after the Mandatory Redemption Date or Optional Redemption Date, as applicable, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C B Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp)

Deposit of Funds. The Corporation shall, on or prior to the Mandatory Redemption Date or Optional Redemption Date, as applicable, pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of Redemption, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Mandatory Redemption Date or Optional Redemption Date, as applicable, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp)

Deposit of Funds. The Corporation shall, on or prior to the Optional any Redemption Date, Date pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C B Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of RedemptionRedemption or Change of Control Notice, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C B Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C B Preferred Stock after the Optional Redemption Date, Date for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C B Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 2 contracts

Samples: Investment Agreement (TPG Partners Ii Lp), Investment Agreement (Oxford Health Plans Inc)

Deposit of Funds. The Corporation shall, on or prior to the Optional Redemption Date, as applicable, pursuant to paragraph C B of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C D Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of Redemption, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C D Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C D Preferred Stock after the Optional Redemption Date, as applicable, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C D Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Capital Z Financial Services Fund Ii Lp), Preferred Stock Purchase Agreement (Aames Financial Corp/De)

Deposit of Funds. The Corporation shall, on or prior to the Optional any Redemption Date, Date pursuant to paragraph C of this Article VVI, deposit with its transfer agent Transfer Agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C A Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of RedemptionRedemption or Change of Control Notice, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C A Preferred Stock that are to be redeemed as stockholders stock- holders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C A Preferred Stock after the Optional Redemption Date, Date for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C A Preferred Stock called for redemption shall not, within two years six months after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand. VII.

Appears in 1 contract

Samples: Investment Agreement (Brera Capital Partners Lp)

Deposit of Funds. The Corporation shall, on or prior to the Mandatory Redemption Date or Optional Redemption Date, as applicable, pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of Redemption, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Mandatory Redemption Date or Optional Redemption Date, as applicable, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Aames Financial Corp/De)

Deposit of Funds. The Corporation shallWhen required to redeem Bonds under any provision of this Article IV, on or when directed to do so by the Board, the Trustee shall cause notice of the redemption to be given by first class mail, postage prepaid, to all registered Holders of Bonds to be redeemed at their registered addresses not more than 60 days and not fewer than 30 days prior to the Optional Redemption Date, pursuant redemption date. Failure to paragraph C of this Article V, deposit with its transfer agent mail any such notice or other redemption agent defect in the Borough mailing thereof in respect of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by any Bond shall not affect the Board of Directors, as a trust fund for the benefit validity of the holders redemption of any other Bond. Notices of such redemptions shall also be mailed to the Remarketing Agent, the Tender Agent, the Credit Obligor and S&P (if the Bonds are at the time rated by it). Any such notice shall be given in the name of the shares Board, shall identify the Bonds to be redeemed (and, in the case of Series C Preferred Stock partial redemption of any Bonds, the respective principal amounts thereof to be redeemed), cash that is sufficient in amount to redeem shall specify the shares to be redeemed in accordance with redemption date and the Notice of Redemption, with irrevocable instructions redemption price and authority to such transfer agent or other redemption agent to pay when any interest accrued to the respective holders of such sharesredemption date will be payable, as evidenced by a list of such holders certified by an officer and shall state that on the redemption date the redemption price of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C Preferred Stock Bonds called for redemption will be payable at the principal corporate trust office of the Trustee and from that date interest will cease to accrue. The Trustee may use "CUSIP" numbers in notices of redemption as convenience to Bondholders, provided that any such notice shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over state that no representation is made as to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right correctness of such holders, with respect to shares to numbers either as printed on the Bonds or as contained in any notice of redemption and that reliance may be redeemed, shall be to receive placed only on the Redemption Price as general creditors of identification numbers containing the Corporation. Any interest accrued on any funds so deposited shall belong to prefix established under the Corporation, and shall be paid to it from time to time on demandIndenture.

Appears in 1 contract

Samples: Trust Indenture (McClain Industries Inc)

Deposit of Funds. The Corporation shall, on or prior to the Optional Redemption On each Put Payment Date, pursuant to paragraph C of this Article Vthe Company shall deposit, deposit with its transfer agent any bank or other redemption agent in the Borough of Manhattantrust Company, The City of New York having a capital and surplus of at least Twenty Five Million Dollars ($500,000,000 selected by the Board of Directors25,000,000.00), as a trust fund for fund, a sum equal to the benefit aggregate Put Price of the holders of the shares of Series C Preferred Stock all Put Shares to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of Redemptionsold on such Payment Date, with irrevocable instructions and authority to the bank or trust Company to pay, on and after each such transfer agent or other redemption agent to pay Payment Date, the applicable Put Price to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of upon the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment certificates (or in lieu thereof, an affidavit of the Redemption Price for such shares lost certificate in form reasonably acceptable to the holders, and from Company). From and after the date of such depositdeposit (but not prior to each Put Payment Date), all rights the Put Shares shall be sold on such Put Payment Date. The deposit shall constitute full payment of the holders of shares, and from and after each Put Payment Date, the shares of Series C Preferred Stock that are sold on such Put Payment Date shall be deemed to be redeemed as stockholders of no longer outstanding, and the Corporation holders thereof shall cease to be shareholders with respect to such sharesshares and shall have no rights with respect thereto, except the right rights to receive receive, from the Redemption Price bank or trust Company, payment of the applicable Put Price, without interest, upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporationcertificates therefor. Any interest accrued on any funds so deposited and unclaimed at the end of one year from the date of each Put Payment Date shall belong be released or repaid to the CorporationCompany, after which time the holders of shares shall be entitled to receive payment of the applicable Put Price only from the Company. (i) If the Company shall not have sufficient funds legally available to purchase all of the Put Shares to be purchased on the applicable Payment Date at the full Put Price, or if for any other reason the Company fails to pay the Put Price on all Put Shares to be purchased on the applicable Payment Date, then the Company shall not purchase any Put Shares on the applicable Payment Date (each, a "PUT DEFAULT DATE") but shall purchase all such shares on the first date funds are legally available therefor at the Put Price (each a "DEFAULT PAYMENT DATE"). From and after each Put Default Date, and until the payment in full of the Put Price on all Put Shares on each Default Payment Date, interest shall accrue from each Put Default Date on the Put Price payable on the Put Shares at the greater of (x) 15% per annum and (y) the Prime Rate (as defined below) plus 4% and shall be paid to it from time to time calculated on demandthe basis of the actual number of days elapsed divided by a year of 360 days with twelve equal months and payable monthly. The term "PRIME RATE" shall mean the prime rate of interest charged by the nation's leading banking institutions as reported in the Wall Street Journal under the caption "Interest Rate - Prime Rate".

Appears in 1 contract

Samples: Stockholders' Agreement (Polk Audio Inc)

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Deposit of Funds. The Corporation Company shall, on or prior to the Optional Redemption Call Date, pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough State of Manhattan, The City of New York Texas having a capital and surplus of at least $500,000,000 selected by the Board board of Directors, as a trust fund for the benefit of the holders Holders of the shares of Series C Preferred Stock Warrants to be redeemed, cash that is sufficient in amount to redeem the shares Warrants to be redeemed in accordance with the Notice of Redemption, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders Holders of such sharesWarrants, as evidenced by a list of such holders Holders certified by an officer of the CorporationCompany, the Redemption Call Price upon surrender of their respective share certificatesWarrants. Such deposit shall be deemed to constitute full payment of the Redemption Call Price for such shares Warrants to the holders, and from and after the date of such deposit, all rights of the holders Holders of the shares of Series C Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificatesWarrants, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders Holders of any shares of Series C Preferred Stock Warrants called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation Company the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders Holders thereof and the sole right of such holdersHolders, with respect to shares Warrants to be redeemed, shall be to receive the Redemption Call Price as general creditors of the CorporationCompany. Any interest accrued on any funds so deposited shall belong to the CorporationCompany, and shall be paid to it from time to time on demand.

Appears in 1 contract

Samples: Warrant Agreement (Firstlink Communications Inc)

Deposit of Funds. The Corporation shall, on or prior to the Mandatory Redemption Date or Optional Redemption Date, as applicable, pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C B Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of Redemption, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price for such shares upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C B Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C B Preferred Stock after the Mandatory Redemption Date or Optional Redemption Date, as applicable, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C B Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Aames Financial Corp/De)

Deposit of Funds. (a) The Escrow Agent is hereby authorized to forward each check for collection, and upon collection of the proceeds of each check, deposit the collected proceeds in the Escrow Account. As an alternative, the Escrow Agent may telephone the bank on which the check is drawn to confirm that the check has been paid. Any check returned unpaid to the Escrow Agent shall be returned to the Marketing Agent. In such cases, the Escrow Agent will promptly notify the Corporation of such return. If the Corporation rejects any subscriptions for which the Escrow Agent has already collected funds, the Escrow Agent shall promptly issue a refund check to the rejected Subscriber. If the Corporation rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber's check for collection, the Escrow Agent shall promptly issue a check in the amount of the Subscriber's check to the rejected Subscriber after the Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a rejected Subscriber's check for collection, the Escrow Agent shall promptly remit the Subscriber's check directly to the Subscriber. (b) The Corporation shallwill deposit or cause to be deposited with the Escrow Agent all proceeds from the sale of the Debentures received from Subscribers, on or prior to the Optional Redemption Date, pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent accompanied by executed Order Forms and Certifications in the Borough form attached hereto as Exhibits "A" and "B". The Escrow Agent shall (i) make copies of Manhattanall subscription checks, The City of New York having a capital Order Forms and surplus of at least $500,000,000 selected Certificates received by it, (ii) promptly deposit such checks for collection in the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C Preferred Stock Escrow Account to be redeemedmaintained hereunder, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice (iii) retain a copy of Redemption, with irrevocable instructions each Order Form and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price Certificate for such shares to the holders, its records and from and after the date of such deposit, all rights of the holders of the shares of Series C Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over iv) promptly forward to the Corporation a copy of each such check and the balance so depositedexecuted original of each such Order Form and Certificate if received. Thereupon, The Escrow Agent shall have no responsibility for proceeds from the sale of the Debentures not received and collected by it. The Escrow Agent shall promptly notify the Corporation of any subscription received without accompanying subscription documents or where the subscription does not exactly match the subscription document ("Unidentified Subscriptions"). Any Unidentified Subscriptions and accompanying documents not identified in writing by the Corporation within three (3) business days of such transfer agent or other redemption agent notification shall be relieved of all responsibility returned by the Escrow Agent to the holders thereof Subscriber. All Unidentified Contributions that are subsequently identified shall be immediately deposited into escrow. (c) Based upon information set forth in the Order Forms delivered hereunder, the Escrow Agent shall maintain a written record of names and addresses of the Subscribers, the amount of the Debentures subscribed for by each Subscriber and the sole right of such holders, with respect to shares to be redeemed, amounts received from each Subscriber. (d) All Escrow Funds deposited shall be to receive invested in money market funds investing solely in United States government and agency securities (e.g., Federal Money Market Fund), unless other written direction is given by the Redemption Price as general creditors of Corporation or the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demandMarketing Agent.

Appears in 1 contract

Samples: Subscription Escrow Agreement (Austin Funding Com Corp)

Deposit of Funds. (a) The Escrow Agent is hereby authorized to forward each check for collection, and upon collection of the proceeds of each check, deposit the collected proceeds in the Escrow Account. As an alternative, the Escrow Agent may telephone the bank on which the check is drawn to confirm that the check has been paid. Any check returned unpaid to the Escrow Agent shall be returned to the Marketing Agent. In such cases, the Escrow Agent will promptly notify the Corporation of such return. If the Corporation rejects any subscriptions for which the Escrow Agent has already collected funds, the Escrow Agent shall promptly issue a refund check to the rejected Subscriber. If the Corporation rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber's check for collection, the Escrow Agent shall promptly issue a check in the amount of the Subscriber's check to the rejected Subscriber after the Escrow Agent has cleared such funds. If the Escrow Agent has not yet submitted a rejected Subscriber's check for collection, the Escrow Agent shall promptly remit the Subscriber's check directly to the Subscriber. (b) The Corporation shallwill deposit or cause to be deposited with the Escrow Agent all proceeds from the sale of the Common Stock received from Subscribers, on or prior to the Optional Redemption Date, pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent accompanied by executed Order Forms and Certifications in the Borough form attached hereto as Exhibit "A" and "B." The Escrow Agent shall (i) make copies of Manhattanall subscription checks, The City of New York having a capital Order Forms and surplus of at least $500,000,000 selected Certificates received by it, (ii) promptly deposit such checks for collection in the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C Preferred Stock Escrow Account to be redeemedmaintained hereunder, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice (iii) retain a copy of Redemption, with irrevocable instructions each Order Form and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price Certificate for such shares to the holders, its records and from and after the date of such deposit, all rights of the holders of the shares of Series C Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over iv) promptly forward to the Corporation a copy of each such check and the balance so depositedexecuted original of each such Order Form and Certificate if received. Thereupon, The Escrow Agent shall have no responsibility for proceeds from the sale of the Common Stock not received and collected by it. The Escrow Agent shall promptly notify the Corporation of any subscription received without accompanying subscription documents or where the subscription does not exactly match the subscription document ("Unidentified Subscriptions"). Any Unidentified Subscriptions and accompanying documents not identified in writing by the Corporation within three (3) business days of such transfer agent or other redemption agent notification shall be relieved of all responsibility returned by the Escrow Agent to the holders thereof Subscriber. All Unidentified Contributions that are subsequently identified shall be immediately deposited into escrow. (c) Based upon information set forth in the Order Forms delivered hereunder, the Escrow Agent shall maintain a written record of names and addresses of the Subscribers, the amount of the Common Stock subscribed for by each Subscriber and the sole right of such holders, with respect to shares to be redeemed, amounts received from each Subscriber. (d) All Escrow Funds deposited shall be to receive invested in money market funds investing solely in United States government and agency securities (e.g., TCB Federal Money Market Fund), unless other written direction is given by the Redemption Price as general creditors of Corporation or the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demandMarketing Agent.

Appears in 1 contract

Samples: Subscription Escrow Agreement (Allquest Com Corp)

Deposit of Funds. The Corporation shall, on or prior to On the Optional Redemption Date, date of any redemption being made pursuant to paragraph C (a) or (b) of this Article VSection 2 which is specified in a notice given pursuant to paragraph (c) of this Section 2, the Company shall deposit for the benefit of the Holders of the Notes the funds necessary for such redemption, including the amount necessary to pay all accrued and unpaid interest to the date of redemption, with its transfer agent a bank or other redemption agent trust company in the Borough of Manhattan, The City of Los Angeles, California or the City of New York, New York having a capital and surplus of at least $500,000,000 selected 1,000,000,000. Any monies so deposited by the Board Company and unclaimed at the end of Directors, as a trust fund one year from the date designated for such redemption shall revert to the benefit general funds of the holders of the shares of Series C Preferred Stock to be redeemedCompany. After such reversion, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of Redemption, with irrevocable instructions and authority to any such transfer agent bank or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent trust company shall, upon demand, pay over to the Corporation Company such unclaimed amounts and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof and any Holder of Notes to be redeemed shall look only to the balance so depositedCompany for the payment of the Mandatory Redemption Price, Change in Control Redemption Price, Merger Redemption Price or Asset Sale Redemption Price, as the case may be (the "Redemption Price"). ThereuponIn the event that monies are deposited pursuant to this paragraph (d) in respect of Notes that are converted in accordance with the provisions of Section 3, such transfer agent monies shall, upon such conversion, revert to the general funds of the Company and, upon demand, such bank or other redemption agent trust company shall pay over to the Company such monies and shall be relieved of all responsibility to the holders thereof and the sole right Holders of such holders, with converted Notes in respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporationthereof. Any interest accrued on any funds so deposited shall belong pursuant to the Corporation, and this paragraph (d) shall be paid to it from time to time on demandto the Company for its own account.

Appears in 1 contract

Samples: Convertible Note (Shamrock Holdings of California Inc)

Deposit of Funds. The Corporation shall, no later than 11:00 a.m., New York City time, on any Redemption Date or prior to the Optional Change of Control Redemption Date, Date pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors500,000,000, as a trust fund for the benefit of the holders of the shares of Series C B Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of RedemptionRedemption or Change of Control Notice, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price or Change of Control Redemption Price, as the case may be, upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C B Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificatescertificates and all rights under Articles IX and XI hereof, shall cease and terminate. No dividends shall accumulate on any shares of Series C Preferred Stock after the Optional Redemption Date, for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C B Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.the

Appears in 1 contract

Samples: Investment Agreement (Magellan Health Services Inc)

Deposit of Funds. The Corporation shall, on or prior to the Optional any Redemption Date, Date pursuant to paragraph C of this Article V, deposit with its transfer agent or other redemption agent in the Borough of Manhattan, The City of New York having a capital and surplus of at least $500,000,000 selected by the Board of Directors, as a trust fund for the benefit of the holders of the shares of Series C A Preferred Stock to be redeemed, cash that is sufficient in amount to redeem the shares to be redeemed in accordance with the Notice of RedemptionRedemption or Change of Control Notice, with irrevocable instructions and authority to such transfer agent or other redemption agent to pay to the respective holders of such shares, as evidenced by a list of such holders certified by an officer of the Corporation, the Redemption Price upon surrender of their respective share certificates. Such deposit shall be deemed to constitute full payment of the Redemption Price for such shares to the holders, and from and after the date of such deposit, all rights of the holders of the shares of Series C A Preferred Stock that are to be redeemed as stockholders of the Corporation with respect to such shares, except the right to receive the Redemption Price upon the surrender of their respective certificates, shall cease and terminate. No dividends shall accumulate on any shares of Series C A Preferred Stock after the Optional Redemption Date, Date for such shares (unless the Corporation shall fail to deposit cash sufficient to redeem all such shares). In case holders of any shares of Series C A Preferred Stock called for redemption shall not, within two years after such deposit, claim the cash deposited for redemption thereof, such transfer agent or other redemption agent shall, upon demand, pay over to the Corporation the balance so deposited. Thereupon, such transfer agent or other redemption agent shall be relieved of all responsibility to the holders thereof and the sole right of such holders, with respect to shares to be redeemed, shall be to receive the Redemption Price as general creditors of the Corporation. Any interest accrued on any funds so deposited shall belong to the Corporation, and shall be paid to it from time to time on demand.

Appears in 1 contract

Samples: Investment Agreement (TPG Partners Ii Lp)

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