Common use of Majority Holder Redemption Clause in Contracts

Majority Holder Redemption. Holders of the majority of the Class 3 Preference Shares will be entitled to require the Corporation to redeem, subject to the requirements of the Canada Business Corporations Act as now enacted or as the same may from time to time be amended, re-enacted or replaced, at any time all, but not less than all of the Class 3 Preference Shares held by all holders by tendering to the Corporation at its registered office the share certificates representing the Class 3 Preference Shares together with a request in writing (a “Majority Redemption Request”) specifying (i) that the holders desire to have all, but not less than all of the Class 3 Preference Shares represented by such certificates redeemed by the Corporation, (ii) the business day (herein referred to as the “Redemption Date”) on which the holders desire to have the Corporation redeem such Class 3 Preference Shares, and (iii) written authorization from holders holding not less than 50.1% of the Class 3 Preference Shares then outstanding supporting the Majority Redemption Request or minutes from a duly convened meeting of the holders of the Class 3 Preference Shares at which a majority of such holders passed a resolution to support the Majority Redemption Request. The Redemption Date will be not less than 30 days (or such shorter period to which the Corporation may consent) after the day on which the Majority Redemption Request is given to the Corporation. Upon receipt of the share certificates representing all of the Class 3 Preference Shares being redeemed by a holder, the Corporation will on the Redemption Date redeem such Class 3 Preference Shares by paying to such holder the Redemption Amount (as hereinafter defined) for each such Class 3 Preference Share being redeemed. Such payment will be made by cheque or, with the consent of a majority of the holders, by any other means of immediately available funds.

Appears in 3 contracts

Samples: Subscription Agreement (Neulion, Inc.), Subscription Agreement (Neulion, Inc.), Subscription Agreement (Neulion, Inc.)

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Majority Holder Redemption. Holders of the majority of the Class 3 4 Preference Shares will be entitled to require the Corporation to redeem, subject to the requirements of the Canada Business Corporations Act General Corporation Law of the State of Delaware as now enacted or as the same may from time to time be amended, re-enacted or replaced, at any time all, but not less than all of the Class 3 4 Preference Shares held by all holders by tendering to the Corporation at its registered office the share certificates representing the Class 3 4 Preference Shares together with a request in writing (a “Majority Redemption Request”) specifying (i) that the holders desire to have all, but not less than all of the Class 3 4 Preference Shares represented by such certificates redeemed by the Corporation, (ii) the business day (herein referred to as the "Redemption Date") on which the holders desire to have the Corporation redeem such Class 3 4 Preference Shares, and (iii) written authorization from holders holding not less than 50.150.1 % of the Class 3 4 Preference Shares then outstanding supporting the Majority Redemption Request or minutes from a duly convened meeting of the holders of the Class 3 4 Preference Shares at which a majority of such holders passed a resolution to support the Majority Redemption Request. The Redemption Date will be not less than 30 days (or such shorter period to which the Corporation may consent) after the day on which the Majority Redemption Request is given to the Corporation. Upon receipt of the share certificates representing all of the Class 3 4 Preference Shares being redeemed by a holder, the Corporation will on the Redemption Date redeem such Class 3 4 Preference Shares by paying to such holder the Redemption Original Amount (as hereinafter defined) for each such Class 3 4 Preference Share Shares being redeemed. Such payment will be made by cheque check or, with the consent of a majority of the holders, by any other means of immediately available funds. If the funds available for redemption are insufficient to redeem all of the issued and preferred stock of the Corporation requesting redemption, the available funds shall be used to first redeem all shares of Class 4 Preference Shares prior and in preference to the redemption of all other stock ranking junior thereto.

Appears in 2 contracts

Samples: Subscription Agreement (Neulion, Inc.), Subscription Agreement (Neulion, Inc.)

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