Elective Redemption Sample Clauses

An Elective Redemption clause allows the issuer of a security, such as a bond, to redeem or buy back the security before its scheduled maturity date at its discretion. Typically, the clause outlines the conditions under which the issuer can exercise this right, such as specific time frames or redemption prices, and may require advance notice to holders. This provision gives issuers flexibility to manage their debt obligations, often enabling them to refinance at lower interest rates or adjust their capital structure as market conditions change.
Elective Redemption. (i) From and after the First Redemption Time, each Member (other than Vivid Seats and its Subsidiaries) shall be entitled, upon the terms and subject to the conditions hereof, to cause the Company to redeem its Redeemable Units in whole or in part, in each case, relating to a corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) of such Member, in exchange for the delivery to the Member (or its designee) of either, at the option of the Board, (x) a number of shares of Class A Common Stock that is equal to the product of the applicable Redeemed Unit Amount multiplied by the Exchange Rate or (y) solely in connection with a Redemption (including a Change of Control Redemption) that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, the applicable Cash Payment. Any redemption of Redeemable Units for Class A Common Stock or the Cash Payment, as applicable, is defined herein as a “Redemption.” Subject to Section 9.1(a)(ii), after the First Redemption Time, each Member (other than Vivid Seats and its Subsidiaries) may elect to cause the Company to redeem Redeemable Units at any time and from time to time in accordance with the terms of this Agreement, but a Unitholder may not cause a Redemption more than once per Fiscal Quarter without the prior consent of Vivid Seats. The minimum number of Redeemable Units (and corresponding number of shares of Class B Common Stock after taking into account the Exchange Rate, if any) that may be redeemed by any Member shall be the lesser of (1) 20,000 and (2) all of the Redeemable Units (and corresponding number of shares of Class B Common Stock taking into account the Exchange Rate, if any) then held by such Member and its Affiliates. Notwithstanding anything to the contrary herein, the Company shall not, nor shall Vivid Seats pursuant to Section 9.1(f), effectuate a Cash Payment pursuant to this Section 9.1(a) or Section 9.1(b) unless (A) Vivid Seats determines to consummate a private sale or public offering of Class A Common Stock on, or not later than five (5) Business Days after, the relevant Redemption Date and (B) Vivid Seats contributes sufficient proceeds from such private sale or public offering to the Company for payment by the Company of the applicable Cash Payment. For the avoidance of doubt, the Company shall have no obligation to make a Cash Payment that exceeds the cash contribu...
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Elective Redemption. Upon a Change of Control, each holder of Senior Preferred Units shall have the right to cause the Company to redeem all (but not less than all) of such holder's Senior Preferred Units for cash in the amount of the Senior Preferred Redemption Value of such Units.
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Elective Redemption. (a) Subject to the terms and conditions herein, unless otherwise prohibited by applicable law, at any time commencing 7 years after the date of filing of this Certificate of Designations with the Secretary of State of the State of Delaware, upon the written election of the Requisite Holders, made and delivered to the Corporation, all of the Series A Stock then issued and outstanding shall be redeemed by the Corporation at a redemption price per applicable share of Series A Stock equal to the then applicable Series A Liquidation Preference (an “Elective Redemption”). (b) The Requisite Holders shall provide notice of the Elective Redemption determination to the Corporation, and the Corporation shall thereafter notify all Series A Holders of such election and each Series A Holder shall have the right to elect not to participate in the Elective Redemption by so notifying the Corporation within 10 Business Days of receipt of the notice from the Corporation. (c) On the 15th Business Day following the receipt of the notice of the Elective Redemption determination from the Requisite Holders, the Elective Redemption shall be completed with respect to all Series A Holders who have not elected not to participate in the Elective Redemption pursuant to the provisions of Section 5(b), and at such time the Corporation shall deliver to the applicable Series A Holder(s) valid funds in the amount of the total redemption price as calculated in good faith by the Corporation. (d) Each Series A Holder agrees to execute and deliver to the Corporation such instruments and documents, and to take such actions, as reasonably required to consummate an Elective Redemption.
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Elective Redemption. (a) Common Member shall have the right at any time to cause the Company to redeem the Preferred Member Interest in whole (but not in part), so long as each of the following conditions shall be satisfied: (i) Common Member shall, not later than thirty (30) days prior to the applicable Preferred Equity Redemption Date, provide written notice to Preferred Member specifying Common Member’s election to cause the Company to redeem the Preferred Member Interest in accordance with this Section 10.4 (which notice shall be irrevocable); (ii) Common Member shall pay to Preferred Member (by wire transfer of immediately available funds to an account designated by Preferred Member) (w) the Preferred Equity Redemption Amount, (x) solely if the applicable redemption date is prior to the Preferred Equity Yield Protection Date, the Preferred Equity Yield Protection Amount, (y) all actual third party costs and expenses incurred by Preferred Member in connection with the redemption of the Preferred Member Interest in accordance with this Section 10.4, and (z) any and all fees and expenses and other amounts due and payable to Preferred Member hereunder or under any of the Guaranties; and (iii) Common Member shall obtain in writing any necessary consents of the Senior Lender required thereunder (including the execution and delivery by Common Member, whether in its capacity as a Member or Manager hereunder, of all documents reasonably required by Preferred Member or Senior Lender to redeem the Preferred Member Interest in accordance with this Section 10.4).
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Elective Redemption. Subject to Section 5.4, upon a Change of Control, each holder of Junior Preferred Units shall have the right to cause the Company to redeem all (but not less than all) of such holder's Junior Preferred Units for cash in the amount of the Junior Preferred Redemption Value of such Units.
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Elective Redemption. Subject to the provisions of this Section 7, at any Redemption Date that is: (i) prior to the third anniversary of the Original Issuance Date, the Corporation shall have the right, but not the obligation, to redeem, out of funds legally available therefor, all or a portion of the then outstanding Shares of Series B-1 Convertible Preferred Stock (which portion may not be (i) less than $25,000,000 (based on the then current Liquidation Value plus Accumulated Dividends) of the Series B-1 Convertible Preferred Stock, and in increments of $1,000,000 in excess thereof, or (ii) result in less than $75,000,000 (based on the then current Liquidation Value plus Accumulated Dividends) of the Shares of Series B-1 Convertible Preferred Stock remaining outstanding (in each case, other than in the case of a redemption of all of the then outstanding Shares of Series B-1 Convertible Preferred Stock)) for a price per Share equal to the applicable Redemption Price as of such Redemption Date; or (ii) on or after the third anniversary of the Original Issuance Date, the Corporation shall have the right, but not the obligation, to redeem, out of funds legally available therefor, either (A) all or (B) in any given 12 month period, no more than 50% of the then outstanding Shares of Series B-1 Convertible Preferred Stock, for a price per Share equal to (x) in the event that the Minimum Volume and Price Redemption Conditions are satisfied, the Alternative Redemption Price and (y) in the event that the Minimum Volume and Price Redemption Condition is not satisfied, the greater of the Alternative Redemption Price and the 2.0x Redemption Price. For purposes of the foregoing, the "Minimum Volume and Price Redemption Conditions" shall mean that (1) the average daily trading volume as reported by the NASDAQ Capital Market of the Common Stock for the 20 Trading Days prior to the Redemption Date is equal to or greater than 100,000 shares and (2) the Current Market Price is equal to or greater than $8.00 (as adjusted for any stock splits, stock dividends, recapitalizations or similar transactions).
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Elective Redemption. Subject to Section 5.4, upon a Change of Control, each holder of Junior Preferred Units shall have the right to cause the Company to redeem all
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Elective Redemption. (i) From and after the First Redemption Time, each Member (other than PubCo and its Subsidiaries) shall be entitled, upon the terms and subject to the conditions of this Agreement, to cause the Company to redeem its Redeemable Units in whole or in part, in each case, relating to a corresponding number of shares of Class V Common Stock or Class O Common Stock after taking into account the Exchange Rate (in each case, free and clear of all Liens) of such Member, in exchange for the delivery to the Member (or its designee)
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Related to Elective Redemption

  • Notice of Optional Redemption; Selection of Notes (a) In case the Issuer exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.02, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than 65 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Issuer, shall provide notice of such Optional Redemption (a “Redemption Notice”) not less than 60 nor more than 90 calendar days prior to the Redemption Date by mail or electronic delivery to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided, however, that, if the Issuer shall give such notice, it shall also give written notice of the Redemption Date to the Trustee. The Redemption Date must be a Business Day. (b) The Redemption Notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Redemption Notice by mail or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (c) Each Redemption Notice shall specify: (i) the Redemption Date; (ii) the Redemption Price; (iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and Specified Cash Amount, if applicable; (vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03; (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and (ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued.

  • Optional Redemption Except as set forth in subparagraphs (b) and (c) of this Paragraph (5), the Company will not have the option to redeem the Notes prior to November 30, 2019. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (a) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to November 30, 2019, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 105.8750% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date (subject to the rights of the Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings; provided that at least 65% in aggregate principal amount of the Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such Equity Offering. (b) At any time prior to November 30, 2019, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date. (c) The Notes may also be redeemed in the circumstances described in Section 3.10 and 3.11 of the Indenture.