Common use of Optional Redemption of Preferred Stock for Cash Clause in Contracts

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of Amendment, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 16 contracts

Samples: Deposit Agreement (Southern First Bancshares Inc), Deposit Agreement (Amalgamated Financial Corp.), Deposit Agreement (Southern First Bancshares Inc)

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Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last Dividend Payment Date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. If less than all of the Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may determine to be fair and equitable. The Company acknowledges that the bank accounts maintained by the Depositary Computershare in connection with the performance of the services described herein provided under this Agreement will be in the Computershare’s name of the Depositary and that the Depositary Computershare may receive investment earnings in connection with the investment at the DepositaryComputershare’s risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the record holders will receive interest on any deposits or funds held by Computershare hereunder.

Appears in 10 contracts

Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 40 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaidclass, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to one-tenth of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 8 contracts

Samples: Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of Amendment, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $[ ] per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 6 contracts

Samples: Deposit Agreement (First Bancorp /Nc/), Deposit Agreement (Live Oak Bancshares, Inc.), Deposit Agreement (Live Oak Bancshares, Inc.)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 15 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaidclass, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 5 and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption Notwithstanding the foregoing, if the Preferred Stock is held in book-entry form through DTC, such notice which has been mailed may be given in the any manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether permitted or not the holder received the redemption noticerequired by DTC. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to one-tenth of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 5 contracts

Samples: Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $25 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last Dividend Payment Date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. If less than all of the Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may determine to be fair and equitable. The Company acknowledges that the bank accounts maintained by the Depositary Computershare in connection with the performance of the services described herein provided under this Agreement will be in the Computershare’s name of the Depositary and that the Depositary Computershare may receive investment earnings in connection with the investment at the DepositaryComputershare’s risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the record holders will receive interest on any deposits or funds held by Computershare hereunder.

Appears in 5 contracts

Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 40 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaidclass, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption Notwithstanding the foregoing, if the Preferred Stock is held in book-entry form through DTC, such notice which has been mailed may be given in the any manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether permitted or not the holder received the redemption noticerequired by DTC. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/400th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time Shares to timebe redeemed pursuant to this Section 2.03 on a pro rata basis or by lot.

Appears in 4 contracts

Samples: Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 5 nor more than 30 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 5 and not more than 60 30 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last dividend payment date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges If less than all of the Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may determine to be fair and equitable. 2.03.1 All redemption funds received by Computershare pursuant to this Deposit Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Deposit Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the redemption date. Funding after 9:00 a.m. Eastern Time but before 12:00 p.m. Eastern Time on the redemption date may cause delays in payments to be made on the redemption date. Delivery of Funds on any day after 12:00 p.m. Eastern Time will be subject to the terms of Section 2.03.4, below. Once received by Computershare, Funds shall be held by Computershare as agent for the Company. Until paid or distributed in accordance with this Deposit Agreement, the Funds shall be deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard & Poor’s Financial Services LLC (LT Issuer Credit Rating), Xxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.), (ii) Cash Management sweeps to AAA Fixed NAV money market funds that comply with Rule 2a-7 under the Investment Company Act of 1940, as amended, or (iii) funds backed by obligations of, or guaranteed by, the United States of America. 2.03.2 Computershare will only draw upon the Funds in such amount as required from time to time in order to make payments for the Depositary Shares and any applicable tax withholding payments. Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this Section 2.03, including any losses resulting from a default by any bank, financial institution or other third party, provided such actions related to the investments made by Computershare are taken in good faith and without gross negligence or willful misconduct. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. 2.03.3 Computershare is acting as an agent xxxxxxxxx and is not a debtor of the Company in respect of the Funds. 2.03.4 In the case of late-day funding, which means delivery of Funds to Computershare after 12:00 p.m. Eastern Time on any day as set forth in Section 2.03.1 above (“Late-Day Funding”), Federal Deposit Insurance or other bank liquidity charges may apply in connection with the performance overnight deposit of the services described herein Funds with commercial banks. The parties agree that any such charges assessed as a result of Late-Day Funding will be charged to the Company and the Company hereby agrees to pay such charges. 2.03.5 The Company agrees to deliver the Funds by wire to the account listed on the attached Exhibit C, which may be amended in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts writing from time to time.

Appears in 4 contracts

Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 40 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaidclass, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/400th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time Shares to timebe redeemed pursuant to this Section 2.03 on a pro rata basis or by lot.

Appears in 3 contracts

Samples: Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 40 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaidclass, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/400th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 3 contracts

Samples: Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co), Deposit Agreement (Jpmorgan Chase & Co)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 35 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mailshall, first-class postage prepaidin accordance with Section 7.04, deliver notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to deliver any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption redemption, except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $25.00 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last Dividend Payment Date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in connection with such other manner as the Depositary may determine to be fair and equitable. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of Services (the services described herein will “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the name Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor's Corporation (“S&P”) or Xxxxx'x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Depositary Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that the Depositary may result from any deposit or investment made by Computershare in accordance with this paragraph resulting solely from a default by any bank, financial institution or other third party. Computershare may from time to time receive investment interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timeCompany, any holder or any other party.

Appears in 3 contracts

Samples: Deposit Agreement (AGNC Investment Corp.), Deposit Agreement (AGNC Investment Corp.), Deposit Agreement (AGNC Investment Corp.)

Optional Redemption of Preferred Stock for Cash. Whenever Shares of the Preferred Stock are not redeemable prior to March 15, 2013. However, in order to ensure that the Company remains qualified as a real estate investment trust (“REIT”) for United States federal income tax purposes in accordance with the Articles of Incorporation, the Preferred Stock, together with all other equity securities of the Company, shall be subject to Article VI of the Articles of Incorporation pursuant to which Preferred Stock owned by a stockholder in excess of the Ownership Limit, or by the Existing Holder in excess of the Existing Holder Limit, shall automatically be transferred to a Trust for the exclusive benefit of a Beneficiary, as provided in Article VI, Section 5 of the Articles of Incorporation. On or after March 15, 2013, if the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limit or the Existing Holder Limit. During any period of time that both (i) Preferred Stock is not listed on the NYSE, AMEX or NASDAQ (or if the Preferred Stock is at any time held in the form of Depositary Shares, the Depositary Shares representing Preferred Stock are not listed on the NYSE, AMEX or NASDAQ), and (ii) the Company is not subject to the reporting requirements of the Exchange Act, but any shares of Series B Preferred Stock are outstanding, the Corporation will have the option to redeem the Series B Preferred Stock, in whole but not in part, within 90 days of the date upon which the shares of the Series B Preferred Stock (or the Depositary Shares) cease to be listed and we cease to be subject to such reporting requirements, for a redemption price of $2,500.00 per share, plus all dividends accrued and unpaid (whether or not declared), if any, to the date such shares are redeemed as provided in Section 5(c) of the Articles Supplementary, upon the giving of notice as provided in Section 5(h) of the Articles Supplementary. In the event that notice of redemption has been made as described in the immediately preceding paragraph this Section 2.03 and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $25.00 per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly. Unless full cumulative dividends on all Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash irrevocably set apart for payment for all past dividend periods and the then current dividend period, no Preferred Stock shall be redeemed unless all outstanding shares of Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Preferred Stock or any class or series of equity securities of the Company ranking, as to dividends or upon liquidation, on a parity with or junior to the Preferred Stock (except by exchange for shares of equity securities of the Company ranking, as to dividends and upon liquidation, junior to the Preferred Stock); provided, however, that the foregoing shall not prevent the purchase of Preferred Stock by the Company in accordance with the terms of Section 5(a) or 5(e) of the Articles Supplementary or Article VI of the Articles of Incorporation or otherwise in order to ensure that the Company remains qualified as a REIT for United States federal income tax purposes or the purchase or acquisition of Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Preferred Stock. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 2 contracts

Samples: Deposit Agreement (Saul Centers Inc), Deposit Agreement (Saul Centers Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Certificate of AmendmentDesignation, including the amount, if any, of accrued declared and unpaid dividends thereon to and including the date fixed for redemption, without regard for any undeclared dividends. In connection with such notice, the Company shall cause the Registrar to provide to the Depositary an updated registry of holders of the Receipts evidencing the Depositary Shares. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued declared and unpaid dividends (without regard for any undeclared dividends) payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued declared and unpaid dividends to and including the redemption date, without regard for any undeclared dividends), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued declared and unpaid dividends to and including the redemption date, without regard for any undeclared dividends) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $25.00 per Depositary Share plus all accrued declared and unpaid dividends to and including the redemption date, without regard for any undeclared dividends. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignation. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignation, the provisions of the Articles Certificate of Amendment Designation will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 2 contracts

Samples: Deposit Agreement (National City Corp), Deposit Agreement (PNC Financial Services Group Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption redemption, except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $25.00 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last Dividend Payment Date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in connection with such other manner as the Depositary may determine to be fair and equitable. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of Services (the services described herein will “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the name Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor's Corporation (“S&P”) or Xxxxx'x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Depositary Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that the Depositary may result from any deposit or investment made by Computershare in accordance with this paragraph resulting solely from a default by any bank, financial institution or other third party. Computershare may from time to time receive investment interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timeCompany, any holder or any other party.

Appears in 2 contracts

Samples: Deposit Agreement (AGNC Investment Corp.), Deposit Agreement (American Capital Agency Corp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 60 days' prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon distributions to and including the date fixed for of such redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "cash redemption date"), to the holders of record holders on the record date fixed for such redemption pursuant to Section 4.04 hereof of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide but neither failure to mail any such notice of redemption to one or more such holders nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticeother holders. The Company shall provide the Depositary with such notice, and each such notice shall state: the cash redemption date; the cash redemption price and accrued and unpaid dividends payable on the redemption dateprice; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the cash redemption price and accrued and unpaid dividends payable on the redemption dateprice; and that from and after the cash redemption date dividends distributions in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.than

Appears in 2 contracts

Samples: Deposit Agreement (Excel Realty Trust Inc), Deposit Agreement (New Plan Realty Trust)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignation. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $25 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last Dividend Payment Date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignation. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignation, the provisions of the Articles Certificate of Amendment Designation will govern and the Company will instruct the Depositary accordinglyin writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 2 contracts

Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 5 nor more than 30 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, provide notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 5 and not more than 60 30 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may failure to provide any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last dividend payment date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges If less than all of the Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may determine to be fair and equitable. 2.03.1 All redemption funds received by Computershare pursuant to this Deposit Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Deposit Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the redemption date. Funding after 9:00 a.m. Eastern Time but before 12:00 p.m. Eastern Time on the redemption date may cause delays in payments to be made on the redemption date. Delivery of Funds on any day after 12:00 p.m. Eastern Time will be subject to the terms of Section 2.03.4, below. Once received by Computershare, Funds shall be held by Computershare as agent for the Company. Until paid or distributed in accordance with this Deposit Agreement, the Funds shall be deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard & Poor’s Financial Services LLC (LT Issuer Credit Rating), Xxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.), (ii) Cash Management sweeps to AAA Fixed NAV money market funds that comply with Rule 2a-7 under the Investment Company Act of 1940, as amended, or (iii) funds backed by obligations of, or guaranteed by, the United States of America. 2.03.2 Computershare will only draw upon the Funds in such amount as required from time to time in order to make payments for the Depositary Shares and any applicable tax withholding payments. Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this Section 2.03, including any losses resulting from a default by any bank, financial institution or other third party, provided such actions related to the investments made by Computershare are taken in good faith and without gross negligence or willful misconduct. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. 2.03.3 Computershare is acting as an agent xxxxxxxxx and is not a debtor of the Company in respect of the Funds. 2.03.4 In the case of late-day funding, which means delivery of Funds to Computershare after 12:00 p.m. Eastern Time on any day as set forth in Section 2.03.1 above (“Late-Day Funding”), Federal Deposit Insurance or other bank liquidity charges may apply in connection with the performance overnight deposit of the services described herein Funds with commercial banks. The parties agree that any such charges assessed as a result of Late-Day Funding will be charged to the Company and the Company hereby agrees to pay such charges. 2.03.5 The Company agrees to deliver the Funds by wire to the account listed on the attached Exhibit C, which may be amended in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts writing from time to time.

Appears in 2 contracts

Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 5 nor more than 30 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 5 and not more than 60 30 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last dividend payment date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.the

Appears in 2 contracts

Samples: Deposit Agreement (Citigroup Inc), Deposit Agreement (Citigroup Inc)

Optional Redemption of Preferred Stock for Cash. Whenever Shares of the Preferred Stock are not redeemable prior to . On or after , if the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. During any period of time that both (i) Preferred Stock is not listed on the NYSE, NYSE MKT or NASDAQ (or if the Preferred Stock is at any time held in the form of Depositary Shares, the Depositary Shares representing Preferred Stock are not listed on the NYSE, NYSE MKT or NASDAQ), and (ii) the Company is not subject to the reporting requirements of the Exchange Act, but any shares of Series Preferred Stock are outstanding, the Corporation will have the option to redeem the Series Preferred Stock, in whole but not in part, within 90 days of the date upon which the shares of the Series Preferred Stock cease to be listed and we cease to be subject to such reporting requirements, for a redemption price of $ per share, plus all dividends accrued and unpaid (whether or not declared), if any, to the date such shares are redeemed as provided in Section of the Articles Supplementary, upon the giving of notice as provided in Section of the Articles Supplementary. In the event that notice of redemption has been made as described in the immediately preceding paragraph this Section 2.03 and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly. Unless full cumulative dividends on all Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then current dividend period, no Preferred Stock shall be redeemed unless all outstanding shares of Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Preferred Stock or any class or series of equity securities of the Company ranking, as to dividends or upon liquidation, on a parity with or junior to the Preferred Stock (except by exchange for shares of equity securities of the Company ranking, as to dividends and upon liquidation, junior to the Preferred Stock). If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 2 contracts

Samples: Deposit Agreement (Sinclair Television Stations, LLC), Deposit Agreement (WNYS Licensee, LLC)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 40 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaidclass, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (Jpmorgan Chase & Co)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentAmendment (including on account of a Regulatory Capital Treatment Event, as defined therein), it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 15 nor more than 65 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment. At the written direction and sole expense of the Company, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, send notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 90 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.4 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided however, that if the Depositary Shares are held represented by a DTC Receipt as described in Section 2.1 above, notice will be given in accordance with the form procedures of Global Registered Receipts through DTC; but neither the Global Receipt Depositary, the Company may provide failure to send any such notice of redemption to one or more such holder, nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof notice, shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in Unless DTC procedures require otherwise, the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company Company, and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, ; the Depositary Shares called for redemption shall be deemed no longer to be outstanding outstanding, and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/400th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and date fixed for redemption; provided that, in accordance with the provisions of the Articles Certificate of Amendment, any declared but unpaid dividends payable on a redemption date that occurs subsequent to the provisions record date fixed pursuant to Section 4.4 for a dividend period shall not be paid to the holder of a Receipt entitled to receive the Articles redemption price on the redemption date, but rather shall be paid to the holder of Amendment will govern and the Company will instruct the Depositary accordinglysuch Receipt on such record date. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges ; provided, however, that the bank accounts maintained such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable by the Depositary Company in connection with the performance respect of fractional interests. If less than all of the services described herein Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Company will be in the name of select the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time Shares to timebe redeemed pursuant to this Section 2.3 on a pro rata basis or by lot.

Appears in 1 contract

Samples: Deposit Agreement (M&t Bank Corp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of Amendment, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share plus all accrued any declared and unpaid dividends to and including dividends, without accumulation of any undeclared dividends, to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of Amendment. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of Amendment, the provisions of the Articles Certificate of Amendment will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Amendment be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. If less than all of the Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may determine to be fair and equitable. The Company acknowledges that the bank accounts maintained by the Depositary Computershare in connection with the performance of the services described herein provided under this Agreement will be in the Computershare’s name of the Depositary and that the Depositary Computershare may receive investment earnings in connection with the investment at the DepositaryComputershare’s risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor the record holders will receive interest on any deposits or funds held by Computershare hereunder.

Appears in 1 contract

Samples: Deposit Agreement (American Express Co)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem deposited shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 60 days' prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Certificate of AmendmentDesignation, including the amount, if any, of accrued and unpaid dividends thereon (including, without limitation, accumulated dividends, if any, for prior dividend periods) to and including the date fixed for of such redemption. The Depositary shall mail, first-class postage prepaid, notice furnished by the Company of the redemption of the Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "cash redemption date"), to the holders of record holders on the record date fixed for such redemption pursuant to Section 4.4 hereof of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide but neither failure to mail any such notice of redemption to one or more such holders nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticeother holders. The Company shall provide the Depositary with such notice, and each such notice shall state: (i) the cash redemption date; (ii) the cash redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) the place or places where Receipts evidencing Depositary Shares to be redeemed are to be surrendered for payment of the cash redemption price; (v) that from and after the cash redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue; and (vi) if fewer than all the Depositary Shares evidenced by Receipts held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed selected pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by lot or by any other equitable method determined by the Company that will not give the Company the right to purchase Receipts, Depositary Shares or shares of Preferred Stock represented by such Depositary Shares pursuant to the provisions of Section 7.5 of the Company's by-laws or any other provisions of the Company's by-laws or Certificate of Incorporation allowing the purchase or redemption of its capital stock to preserve the status of the Company as a real estate investment trust for federal income tax purposes. The Company shall also cause notice of redemption to be published in the Wall Street Journal or, if such newspaper is not then being published, any other daily newspaper of general circulation in The City of New York at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the cash redemption date. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the cash redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends (including, without limitation, accumulated dividends, if any, for prior dividend periods) to and including the redemption datedate of redemption), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to pay for redeem the shares of Preferred Stock to be redeemed by it as set forth in the Company’s 's notice provided for in the preceding paragraph), paragraph and to pay all amounts due upon such redemption) all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price plus all together with accrued and unpaid dividends thereon (including, without limitation, accumulated dividends, if any, for prior dividend periods) and any money or other property to and including the redemption datewhich holders of such Receipts were entitled upon such redemption) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ per Depositary Share of $25, plus all 1/*th of the accrued and unpaid dividends (including, without limitation, accumulated dividends, if any, for prior dividend periods) on one share of Preferred Stock to the date fixed for redemption, plus 1/*th of any other money and including the redemption dateother property payable in respect of one such share of Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglyDesignation. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Meditrust Corp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days' prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Certificate of AmendmentDesignation, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "redemption date"), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the The Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the The Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s 's notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignation. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignation, the provisions of the Articles Certificate of Amendment Designation will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s 's Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s 's risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Si International Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 15 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaidclass, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 5 and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption Notwithstanding the foregoing, if the Preferred Stock is held in book-entry form through DTC, such notice which has been mailed may be given in the any manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether permitted or not the holder received the redemption noticerequired by DTC. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/400th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis or by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (Jpmorgan Chase & Co)

Optional Redemption of Preferred Stock for Cash. Whenever Shares of the Preferred Stock are not redeemable prior to October 12, 2011. However, in order to ensure that the Company remains qualified as a real estate investment trust (“REIT”) for United States federal income tax purposes in accordance with the Articles of Incorporation, the Preferred Stock, together with all other Capital Stock, shall be subject to Article VI of the Articles of Incorporation pursuant to which Capital Stock owned by a stockholder in excess of the Ownership Limit shall automatically be transferred to a Trust for the exclusive benefit of a Beneficiary, as provided in Article VI, Section 4 of the Articles of Incorporation. On or after October 12, 2011, if the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption dateprice; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limit. During any period of time that both (i) Preferred Stock is not listed on the NYSE, AMEX or NASDAQ (or if the Preferred Stock is at any time held in the form of Depositary Shares, the Depositary Shares representing Preferred Stock are not listed on the NYSE, AMEX or NASDAQ), and (ii) the Company is not subject to the reporting requirements of the Exchange Act, but any shares of Series C Preferred Stock are outstanding, the Corporation will have the option to redeem the Series C Preferred Stock, in whole but not in part, within 90 days of the date upon which the shares of the Series C Preferred Stock cease to be listed and we cease to be subject to such reporting requirements, for a redemption price of $2,500.00 per share, plus all dividends accrued and unpaid (whether or not declared), if any, to the date such shares are redeemed as provided in Section 5(c) of the Articles Supplementary, upon the giving of notice as provided in Section 5(h) of the Articles Supplementary. In the event that notice of redemption has been made as described in the immediately preceding paragraph this Section 2.03 and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $25.00 per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly. Unless full cumulative dividends on all Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then current dividend period, no Preferred Stock shall be redeemed unless all outstanding shares of Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Preferred Stock or any class or series of equity securities of the Company ranking, as to dividends or upon liquidation, on a parity with or junior to the Preferred Stock (except by exchange for shares of equity securities of the Company ranking, as to dividends and upon liquidation, junior to the Preferred Stock); provided, however, that the foregoing shall not prevent the purchase of Preferred Stock by the Company in accordance with the terms of Section 5(a) or 5(f) of the Articles Supplementary or Article VI of the Articles of Incorporation or otherwise in order to ensure that the Company remains qualified as a REIT for United States federal income tax purposes or the purchase or acquisition of Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Preferred Stock. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (National Retail Properties, Inc.)

Optional Redemption of Preferred Stock for Cash. (a) Subject to receiving all required regulatory approvals, the Company may redeem the Preferred Stock at its option, in whole or in part, at any time, or from time to time, on any Dividend Payment Date (as defined in the Articles of Amendment) on or after September 30, 2025. There will be no sinking fund for the redemption or purchase of the Preferred Stock or the Depositary Shares. No holder of the Preferred Stock or of the Depositary Shares will have the right to require the redemption of the Preferred Stock. (b) Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash at its option in accordance with the provisions of the Articles of Amendment, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 and not more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, mail through electronic mail or first-class postage prepaidprepaid mail, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A . (c) In connection with any redemption notice which of the Preferred Stock at the option of the Company in accordance with the Articles of Amendment, the Company shall deliver an Officers’ Certificate to the Depositary stating that it has been mailed complied with all of the conditions to the exercise of its optional redemption rights set forth in the manner provided herein Articles of Amendment, and the Depositary shall be conclusively presumed have no duty or obligation to have been duly given on inquire or investigate whether the date mailed whether or not Company has complied with the holder received terms of the redemption notice. Articles of Amendment. (d) The Company shall also prepare and provide the Depositary with such noticethe notice provided for in Section 2.09(b), and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; and (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata price. (as nearly as may be practicable without creating fractional Depositary Sharese) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share Share, plus all accrued and an amount equal to any declared but unpaid dividends to and including to, but excluding, the redemption date, without accumulation of any undeclared dividends. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. . (f) In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly. in writing accordingly of such governing terms; provided, however, that under no circumstances will the Articles of Amendment be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. (g) If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that . (h) If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.09 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (MainStreet Bancshares, Inc.)

Optional Redemption of Preferred Stock for Cash. Whenever Shares of the Preferred Stock are not redeemable prior to , . However, in order to ensure that the Company remains qualified as a real estate investment trust (“REIT”) for United States federal income tax purposes in accordance with the Articles of Incorporation, the Preferred Stock, together with all other Capital Stock, shall be subject to Article VI of the Articles of Incorporation pursuant to which Capital Stock owned by a stockholder in excess of the Ownership Limit shall automatically be transferred to a Trust for the exclusive benefit of a Beneficiary, as provided in Article VI, Section 4 of the Articles of Incorporation. On or after , , if the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limit. During any period of time that both (i) Preferred Stock is not listed on the NYSE, NASDAQ or NYSE Alternext (or if the Preferred Stock is at any time held in the form of Depositary Shares, the Depositary Shares representing Preferred Stock are not listed on the NYSE, NASDAQ or NYSE Alternext), and (ii) the Company is not subject to the reporting requirements of the Exchange Act, but any shares of Series Preferred Stock are outstanding, the Company will have the option to redeem the Series Preferred Stock, in whole but not in part, within 90 days of the date upon which the shares of the Series Preferred Stock cease to be listed and we cease to be subject to such reporting requirements, for a redemption price of $ per share, plus all dividends accrued and unpaid (whether or not declared), if any, to the date such shares are redeemed as provided in Section of the Articles Supplementary, upon giving notice as provided in Section of the Articles Supplementary. In the event that notice of redemption has been made as described in the immediately preceding paragraph this Section 2.3 and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly. Unless full cumulative dividends on all Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then current dividend period, no Preferred Stock shall be redeemed unless all outstanding shares of Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Preferred Stock or any class or series of equity securities of the Company ranking, as to dividends or upon liquidation, on a parity with or junior to the Preferred Stock (except by exchange for shares of equity securities of the Company ranking, as to dividends and upon liquidation, junior to the Preferred Stock); provided, however, that the foregoing shall not prevent the purchase of Preferred Stock by the Company in accordance with the terms of Section or of the Articles Supplementary or Article VI of the Articles of Incorporation or otherwise in order to ensure that the Company remains qualified as a REIT for United States federal income tax purposes or the purchase or acquisition of Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Preferred Stock. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (National Retail Properties, Inc.)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days' prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "redemption date"), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limit. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the The Depositary the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the The Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s 's notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $________ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s 's Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s 's risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Saul Centers Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of Amendment, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 ten (10) nor more than sixty (60) days’ prior written notice of the date fixed for redemption of such proposed redemption Preferred Stock (the “Redemption Date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption priceRedemption Price (the “Redemption Price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor five (5) and not more than 60 sixty (60) days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”)Redemption Date, to the holders of record holders on the Record Date fixed for such redemption pursuant to ‎Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption dateRedemption Date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateRedemption Price; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price Redemption Price, if applicable; and accrued and unpaid dividends payable (vi) that on the redemption date; and that from and after the redemption date Redemption Date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all Notwithstanding the foregoing, any notices given to any record holder of a Receipt hereunder or under the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed Receipts shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by deemed to have been duly given if transmitted through the Companyfacilities of DTC in accordance with DTC’s procedures. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to Computershare the Depositary the redemption price Redemption Price (determined pursuant to the Articles Certificate of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date Redemption Date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateRedemption Price) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price cash Redemption Price of $ $1,000 per Depositary Share plus all accrued any declared and unpaid dividends to and including dividends, without accumulation of any undeclared dividends, to, but excluding, the redemption dateRedemption Date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of Amendment. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of Amendment, the provisions of the Articles Certificate of Amendment will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Amendment be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price Redemption Price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The In any such case, the Company acknowledges that shall redeem Depositary Shares only in increments of 1,000 shares and any multiple thereof. If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this ‎Section 2.03 on a pro rata basis, by lot or in connection with such other manner as the Depositary may determine to be fair and equitable. All funds received by Computershare pursuant to this Agreement that are to be distributed or applied by Computershare in the performance of services (the services described herein will “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the name Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or Mxxxx’x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Depositary Investment Company Act of 1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and that Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.) at Computershare’s risk. Computershare shall have responsibility and liability for any diminution of the Depositary may receive investment earnings in connection with Funds, except if (i) the investment at the Depositary’s risk and for its benefit of funds Funds are held in those demand deposit or similar bank accounts of commercial banks with Tier 1 capital exceeding $1 billion and (ii) the diminution results from time to timethe dissolution, bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of any such commercial bank.

Appears in 1 contract

Samples: Deposit Agreement (American Express Co)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the DepositaryDepository) give the Depositary Depository written notice not less than 30 days’ 60 days prior written to the date fixed for redemption of such Preferred Stock and the Depositary Shares (the “Redemption Date”) which notice of shall include the date of such proposed redemption and of redemption, the number of such shares of Preferred Stock held by the Depositary Depository to be redeemed and the applicable redemption price, as set forth in the Articles Certificate of AmendmentDesignation, including the amount, if any, of accrued declared and unpaid dividends thereon to and including the date fixed for redemptionRedemption Date which the Company is authorized to pay. The Depositary Depository shall mail, first-class postage prepaid, notice of the redemption of Redemption Notice (as defined below) for the Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”)Redemption Date, to the record Record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt DepositaryDepository. No failure to give such notice Redemption Notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice Redemption Notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticeRedemption Notice. The Company shall provide the Depositary Depository with such noticethe Redemption Notice, and each such notice which shall state: (i) the redemption dateRedemption Date; (ii) the redemption price and accrued and unpaid dividends payable on Redemption Price (as defined below) of the redemption dateDepositary Shares; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateRedemption Price; and (vi) that from and after the redemption date Redemption Date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accruebe payable on the Redemption Date, unless the Company defaults in the payment of the Redemption Price; and (vii) that the right of the holders to voluntarily convert their Depositary Shares into Common Stock will terminate as of the close of business on the trading day preceding the Redemption Date (the “Redemption Notice”). If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) selected by lot or by any other equitable substantially equivalent method determined by the Company. In the event that notice of redemption the Redemption Notice has been made given as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary Depository the aggregate redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary Depository to be redeemed (including any accrued dividends declared and unpaid dividends unpaid, if any, thereon and which the Company is authorized to and including the redemption datepay), the Depositary Depository shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date Redemption Date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), (i) all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accruebe payable on the Redemption Date, unless the Company defaults in the payment of the redemption price for the Preferred Stock, (ii) the Depositary Shares called for redemption shall be deemed no longer to be outstanding and (iii) all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateRedemption Price) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice Redemption Notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary Depository or applicable law shall so require), such Depositary Shares shall be redeemed at a price per share equal to 1/100th of the redemption price payable on a share of $ per Depositary Share plus all accrued and unpaid dividends to and including Preferred Stock (the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly“Redemption Price”). If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary Depository will deliver to the holder of such Receipt upon its surrender to the DepositaryDepository, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Depository shall, to the extent permitted by law, release or repay to the Company acknowledges that any funds deposited by or for the bank accounts maintained by the Depositary in connection with the performance account of the services described herein will be in Company for the name purpose of redeeming any Depositary Shares that remain unclaimed at the end of two years from the redemption date, without further action necessary on the part of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timeCompany.

Appears in 1 contract

Samples: Deposit Agreement (Midwest Banc Holdings Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days' prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "redemption date"), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limit. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary EquiServe, Inc. the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the Depositary EquiServe, Inc. to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s 's notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $25.00 per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary EquiServe, Inc. will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s 's Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary EquiServe, Inc. in connection with the performance of the services described herein will be in the name of the Depositary EquiServe, Inc. and that the Depositary EquiServe, Inc. may receive investment earnings in connection with the investment at the Depositary’s EquiServe, Inc.'s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (New Plan Excel Realty Trust Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 15 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 15 and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last dividend period end date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges If less than all of the Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may determine to be fair and equitable. 2.03.1 All redemption funds received by Computershare pursuant to this Deposit Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Deposit Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the redemption date. Funding after 9:00 a.m. Eastern Time but before 12:00 p.m. Eastern Time on the redemption date may cause delays in payments to be made on the redemption date. Delivery of Funds on any day after 12:00 p.m. Eastern Time will be subject to the terms of Section 2.03.4, below. Once received by Computershare, Funds shall be held by Computershare as agent for the Company. Until paid or distributed in accordance with this Deposit Agreement, the Funds shall be deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard & Poor’s Financial Services LLC (LT Issuer Credit Rating), Xxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.), (ii) Cash Management sweeps to AAA Fixed NAV money market funds that comply with Rule 2a-7 under the Investment Company Act of 1940, as amended, or (iii) funds backed by obligations of, or guaranteed by, the United States of America. 2.03.2 Computershare will only draw upon the Funds in such amount as required from time to time in order to make payments for the Depositary Shares and any applicable tax withholding payments. Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this Section 2.03, including any losses resulting from a default by any bank, financial institution or other third party, provided such actions related to the investments made by Computershare are taken in good faith and without gross negligence or willful misconduct. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. 2.03.3 Computershare is acting as an agent hereunder and is not a debtor of the Company in respect of the Funds. 2.03.4 In the case of late-day funding, which means delivery of Funds to Computershare after 12:00 p.m. Eastern Time on any day as set forth in Section 2.03.1 above (“Late-Day Funding”), Federal Deposit Insurance or other bank liquidity charges may apply in connection with the performance overnight deposit of the services described herein Funds with commercial banks. The parties agree that any such charges assessed as a result of Late-Day Funding will be charged to the Company and the Company hereby agrees to pay such charges. 2.03.5 The Company agrees to deliver the Funds by wire to the account listed on the attached Exhibit C, which may be amended in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts writing from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Citigroup Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentAmendment (including on account of a Regulatory Capital Treatment Event, as defined therein), it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 15 nor more than 65 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment. At the written direction and sole expense of the Company, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, send notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 10 and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.4 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided however, that if the Depositary Shares are held represented by a DTC Receipt as described in Section 2.1 above, notice will be given in accordance with the form procedures of Global Registered Receipts through DTC; but neither the Global Receipt Depositary, the Company may provide failure to send any such notice of redemption to one or more such holder, nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof notice, shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in Unless DTC procedures require otherwise, the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company Company, and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, ; the Depositary Shares called for redemption shall be deemed no longer to be outstanding outstanding, and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/10th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and date fixed for redemption; provided that, in accordance with the provisions of the Articles Certificate of Amendment, any declared but unpaid dividends payable on a redemption date that occurs subsequent to the provisions record date fixed pursuant to Section 4.4 for a dividend period shall not be paid to the holder of a Receipt entitled to receive the Articles redemption price on the redemption date, but rather shall be paid to the holder of Amendment will govern and the Company will instruct the Depositary accordinglysuch Receipt on such record date. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges ; provided, however, that the bank accounts maintained such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable by the Company in respect of fractional interests. If less than all of the Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.3 on a pro rata basis, by lot or in connection such other manner as the Depositary, after consultation with the performance Company, may determine to be fair and equitable; provided, however, that with respect to any DTC Receipt the selection of the services described herein will Depositary Shares to be redeemed shall be in the name of the Depositary and that the Depositary may receive investment earnings in connection accordance with the investment at the Depositary’s risk and for its benefit procedures of funds held in those accounts from time to timeDTC.

Appears in 1 contract

Samples: Deposit Agreement (M&t Bank Corp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentAmendment (including on account of a Regulatory Capital Treatment Event, as defined therein), it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 35 nor more than 65 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment. At the written direction and sole expense of the Company, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, send notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.4 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to send any such notice of redemption to one or more such holder, nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof notice, shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company Company, and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, ; the Depositary Shares called for redemption shall be deemed no longer to be outstanding outstanding, and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/10th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and date fixed for redemption; provided that, in accordance with the provisions of the Articles Certificate of Amendment, any declared but unpaid dividends payable on a redemption date that occurs subsequent to the provisions record date fixed pursuant to Section 4.4 for a dividend period shall not be paid to the holder of a Receipt entitled to receive the Articles redemption price on the redemption date, but rather shall be paid to the holder of Amendment will govern and the Company will instruct the Depositary accordinglysuch Receipt on such record date. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges ; provided, however, that the bank accounts maintained such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable by the Company in respect of fractional interests. If less than all of the Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.3 on a pro rata basis, by lot or in connection such other manner as the Depositary, after consultation with the performance of the services described herein will Company, may determine to be in the name of the Depositary fair and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (M&t Bank Corp)

Optional Redemption of Preferred Stock for Cash. (a) Subject to receiving all required regulatory approvals, the Company may redeem the Preferred Stock at its option, in whole or in part, at any time, or from time to time, on or after December 31, 2023. There will be no sinking fund for the redemption or purchase of the Preferred Stock or the Depositary Shares. No holder of the Preferred Stock or of the Depositary Shares will have the right to require the redemption of the Preferred Stock. (b) Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash at its option in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 and not more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignation. The Depositary shall mail, mail through electronic mail or first-class postage prepaidprepaid mail, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Fifth Third Bancorp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 40 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignation. The Depositary shall mail, first-class postage prepaidclass, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/400th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (Jpmorgan Chase & Co)

Optional Redemption of Preferred Stock for Cash. (a) Subject to receiving all required regulatory approvals, the Company may redeem the Preferred Stock at its option, in whole or in part, at any time, or from time to time, on any Dividend Payment Date (as defined in the Certificate of Designation) on or after September 30, 2025. There will be no sinking fund for the redemption or purchase of the Preferred Stock or the Depositary Shares. No holder of the Preferred Stock or of the Depositary Shares will have the right to require the redemption of the Preferred Stock. (b) Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash at its option in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 5 and not more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignation. The Depositary shall mail, mail through electronic mail or first-class postage prepaidprepaid mail, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 5 and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A . (c) In connection with any redemption notice which of the Preferred Stock at the option of the Company in accordance with the Certificate of Designation, the Company shall deliver an Officers’ Certificate to the Depositary stating that it has been mailed complied with all of the conditions to the exercise of its optional redemption rights set forth in the manner provided herein Certificate of Designation, and the Depositary shall be conclusively presumed have no duty or obligation to have been duly given on inquire or investigate whether the date mailed whether or not Company has complied with the holder received terms of the redemption notice. Certificate of Designation. (d) The Company shall also prepare and provide the Depositary with such noticethe notice provided for in Section 2.09(b), and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; and (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata price. (as nearly as may be practicable without creating fractional Depositary Sharese) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share Share, plus all accrued and an amount equal to any declared but unpaid dividends to and including to, but excluding, the redemption date, without accumulation of any undeclared dividends. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of Amendment. Designation. (f) In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignation, the provisions of the Articles Certificate of Amendment Designation will govern and the Company will instruct the Depositary accordingly. in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. (g) If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that . (h) If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.09 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (Fifth Third Bancorp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mailshall, first-class postage prepaidin accordance with Section 7.04, deliver notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to deliver any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption redemption, except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $25.00 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last Dividend Payment Date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in connection with such other manner as the Depositary may determine to be fair and equitable. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of Services (the services described herein will “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the name Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor's Corporation (“S&P”) or Xxxxx'x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Depositary Investment Company Act of 1940, as amended, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that the Depositary may result from any deposit or investment made by Computershare in accordance with this paragraph resulting solely from a default by any bank, financial institution or other third party. Computershare may from time to time receive investment interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timeCompany, any holder or any other party.

Appears in 1 contract

Samples: Deposit Agreement (AGNC Investment Corp.)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 40 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Companyaccumulate. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrueaccumulate, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (JPMorgan Chase Capital XXV)

Optional Redemption of Preferred Stock for Cash. Whenever Shares of the Preferred Stock are not redeemable prior to November , 2008. However, in order to ensure that the Company remains qualified as a real estate investment trust (“REIT”) for United States federal income tax purposes in accordance with the Articles of Incorporation, the Preferred Stock, together with all other equity securities of the Company, shall be subject to Article VI of the Articles of Incorporation pursuant to which Preferred Stock owned by a stockholder in excess of the Ownership Limit, or by the Existing Holder in excess of the Existing Holder Limit, shall automatically be transferred to a Trust for the exclusive benefit of a Beneficiary, as provided in Article VI, Section 5 of the Articles of Incorporation. On or after November , 2008, if the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limit or the Existing Holder Limit. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the The Depositary the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the The Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $25.00 per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly. Unless full cumulative dividends on all Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then current dividend period, no Preferred Stock shall be redeemed unless all outstanding shares of Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Preferred Stock or any class or series of equity securities of the Company ranking, as to dividends or upon liquidation, on a parity with or junior to the Preferred Stock (except by exchange for shares of equity securities of the Company ranking, as to dividends and upon liquidation, junior to the Preferred Stock); provided, however, that the foregoing shall not prevent the purchase of Preferred Stock by the Company in accordance with the terms of Section 5(a) or 5(e) of the Articles Supplementary or Article VI of the Articles of Incorporation or otherwise in order to ensure that the Company remains qualified as a REIT for United States federal income tax purposes or the purchase or acquisition of Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Preferred Stock. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Saul Centers Inc)

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Optional Redemption of Preferred Stock for Cash. Whenever Shares of the Preferred Stock are not redeemable prior to October 12, 2011. However, in order to ensure that the Company remains qualified as a real estate investment trust (“REIT”) for United States federal income tax purposes in accordance with the Articles of Incorporation, the Preferred Stock, together with all other Capital Stock, shall be subject to Article VI of the Articles of Incorporation pursuant to which Capital Stock owned by a stockholder in excess of the Ownership Limit shall automatically be transferred to a Trust for the exclusive benefit of a Beneficiary, as provided in Article VI, Section 4 of the Articles of Incorporation. On or after October 12, 2011, if the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption dateprice; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limit. During any period of time that both (i) Preferred Stock is not listed on the NYSE, AMEX or NASDAQ (or if the Preferred Stock is at any time held in the form of Depositary Shares, the Depositary Shares representing Preferred Stock are not listed on the NYSE, AMEX or NASDAQ), and (ii) the Company is not subject to the reporting requirements of the Exchange Act, but any shares of Series C Preferred Stock are outstanding, the Corporation will have the option to redeem the Series C Preferred Stock, in whole but not in part, within 90 days of the date upon which the shares of the Series C Preferred Stock cease to be listed and we cease to be subject to such reporting requirements, for a redemption price of $2,500.00 per share, plus all dividends accrued and unpaid (whether or not declared), if any, to the date such shares are redeemed as provided in Section 5(c) of the Articles Supplementary, upon the giving of notice as provided in Section 5(h) of the Articles Supplementary. In the event that notice of redemption has been made as described in the immediately preceding paragraph this Section 2.03 and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $25.00 per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly. Unless full cumulative dividends on all Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then-current dividend period, no Preferred Stock shall be redeemed unless all outstanding shares of Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Preferred Stock or any class or series of equity securities of the Company ranking, as to dividends or upon liquidation, on a parity with or junior to the Preferred Stock (except by exchange for shares of equity securities of the Company ranking, as to dividends and upon liquidation, junior to the Preferred Stock); provided, however, that the foregoing shall not prevent the purchase of Preferred Stock by the Company in accordance with the terms of Section 5(a) or 5(f) of the Articles Supplementary or Article VI of the Articles of Incorporation or otherwise in order to ensure that the Company remains qualified as a REIT for United States federal income tax purposes or the purchase or acquisition of Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Preferred Stock. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (National Retail Properties, Inc.)

Optional Redemption of Preferred Stock for Cash. (a) Subject to receiving all required regulatory approvals, the Company may redeem the Preferred Stock at its option, in whole or in part, at any time, or from time to time, on or after June 30, 2023. There will be no sinking fund for the redemption or purchase of the Preferred Stock or the Depositary Shares. No holder of the Preferred Stock or of the Depositary Shares will have the right to require the redemption of the Preferred Stock. (b) Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash at its option in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 and not more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignation. The Depositary shall mail, mail through electronic mail or first-class postage prepaidprepaid mail, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A . (c) In connection with any redemption notice which of the Preferred Stock at the option of the Company in accordance with the Certificate of Designation, the Company shall deliver an Officers’ Certificate to the Depositary and the Calculation Agent stating that it has been mailed complied with all of the conditions to the exercise of its optional redemption rights set forth in the manner provided herein Certificate of Designation, and the Depositary shall be conclusively presumed have no duty or obligation to have been duly given on inquire or investigate whether the date mailed whether or not Company has complied with the holder received terms of the redemption notice. Certificate of Designation. (d) The Company shall also prepare and provide the Depositary with such noticethe notice provided for in Section 2.09(b), and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; and (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata price. (as nearly as may be practicable without creating fractional Depositary Sharese) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share Share, plus all accrued and an amount equal to any declared but unpaid dividends to and including to, but excluding, the redemption date, without accumulation of any undeclared dividends. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of Amendment. Designation. (f) In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignation, the provisions of the Articles Certificate of Amendment Designation will govern and the Company will instruct the Depositary accordingly. in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. (g) If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that . (h) If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.09 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (Fifth Third Bancorp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Certificate of AmendmentDesignations, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption dateRedemption Date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the Redemption Date; (b) the redemption dateprice; the redemption price and accrued and unpaid dividends payable on the redemption date; (c) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (d) the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateRedemption Date; and (e) that from and after the redemption date Redemption Date dividends in respect of the Preferred Stock represented by underlying the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limits. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption dateRedemption Date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date Redemption Date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateRedemption Date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $25.00 per Depositary Share plus all accrued and unpaid dividends to and including the redemption dateRedemption Date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the close of business on the day the Company acknowledges that first publicly announces the bank accounts maintained by redemption of Preferred Stock and ending at the close of business on the day the Depositary mails the notices of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in connection with the performance of the services described herein will be whole or in part, except as provided in the name preceding paragraph of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timethis Section 2.3.

Appears in 1 contract

Samples: Deposit Agreement (CBL & Associates Properties Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Certificate of AmendmentDesignation, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limit. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the The Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the The Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignation. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignation, the provisions of the Articles Certificate of Amendment Designation will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Headwaters Inc)

Optional Redemption of Preferred Stock for Cash. (a) Subject to receiving all required regulatory approvals, the Company may redeem the Preferred Stock at its option, in whole or in part, at any time, or from time to time, on or after September 30, 2019. There will be no sinking fund for the redemption or purchase of the Preferred Stock or the Depositary Shares. No holder of the Preferred Stock or of the Depositary Shares will have the right to require the redemption of the Preferred Stock. (b) Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash at its option in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 and not more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignation. The Depositary shall mail, mail through electronic mail or first-class postage prepaidprepaid mail, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A . (c) In connection with any redemption notice which of the Preferred Stock at the option of the Company in accordance with the Certificate of Designation, the Company shall deliver an Officers’ Certificate to the Depositary and the Calculation Agent stating that it has been mailed complied with all of the conditions to the exercise of its optional redemption rights set forth in the manner provided herein Certificate of Designation, and the Depositary shall be conclusively presumed have no duty or obligation to have been duly given on inquire or investigate whether the date mailed whether or not Company has complied with the holder received terms of the redemption notice. Certificate of Designation. (d) The Company shall also prepare and provide the Depositary with such noticethe notice provided for in Section 2.09(b), and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; and (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata price. (as nearly as may be practicable without creating fractional Depositary Sharese) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share Share, plus all accrued and an amount equal to any declared but unpaid dividends to and including to, but excluding, the redemption date, without accumulation of any undeclared dividends. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of Amendment. Designation. (f) In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignation, the provisions of the Articles Certificate of Amendment Designation will govern and the Company will instruct the Depositary accordingly. in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. (g) If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that . (h) If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.09 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (Fifth Third Bancorp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption redemption, except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $[•] per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last Dividend Payment Date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in connection with such other manner as the Depositary may determine to be fair and equitable. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of Services (the services described herein will “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the name Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor's Corporation (“S&P”) or Xxxxx'x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Depositary Investment Company Act of 1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that the Depositary may result from any deposit or investment made by Computershare in accordance with this paragraph resulting solely from a default by any bank, financial institution or other third party. Computershare may from time to time receive investment interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timeCompany, any holder or any other party.

Appears in 1 contract

Samples: Deposit Agreement (American Capital Agency Corp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days' prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Certificate of AmendmentDesignations, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”"Redemption Date"), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the Redemption Date; (b) the redemption dateprice; the redemption price and accrued and unpaid dividends payable on the redemption date; (c) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (d) the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateRedemption Date; and (e) that from and after the redemption date Redemption Date dividends in respect of the Preferred Stock represented by underlying the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limits. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption dateRedemption Date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date Redemption Date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s 's notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateRedemption Date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $25.00 per Depositary Share plus all accrued and unpaid dividends to and including the redemption dateRedemption Date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s 's Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the close of business on the day the Company acknowledges that first publicly announces the bank accounts maintained by redemption of Preferred Stock and ending at the close of business on the day the Depositary mails the notices of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in connection with the performance of the services described herein will be whole or in part, except as provided in the name preceding paragraph of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timethis Section 2.3.

Appears in 1 contract

Samples: Deposit Agreement (CBL & Associates Properties Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of Amendmentcash, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 45 days' prior written notice of the date of such proposed redemption of Preferred Stock and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including redeemed. On the date fixed for of such redemption, provided that the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Certificate of Designation) of the Preferred Stock deposited with the Depositary to be redeemed, the Depositary shall redeem (using the proceeds of such redemption) the number of Depositary Shares representing such redeemed Preferred Stock. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "cash redemption date"), to the holders of record holders on the record date fixed for such redemption pursuant to Section 4.4 hereof of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide but neither failure to mail any such notice of redemption to one or more such holders nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticeother holders. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption daterecord date for the purposes of such redemption; the redemption price and accrued and unpaid dividends payable on the cash redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the cash redemption price; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the cash redemption price and accrued and unpaid dividends payable on the redemption dateprice; and that from and after the cash redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrueaccrue and the conversion rights in respect of such Preferred Stock will terminate at the close of business on the last business day preceding such cash redemption date. If In case fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed selected by lot or pro rata (as nearly as may be practicable without creating fractional Depositary Sharesbe) or by any other equitable method as determined by the CompanyDepositary. In the event that notice of redemption has Notice having been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to mailed by the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)as aforesaid, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to pay for redeem the shares of Preferred Stock to be redeemed by it as set forth in the Company’s 's notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the conversion rights in respect of such Preferred Stock shall terminate at the close of business on the last business day preceding such cash redemption date, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ per Depositary Share equal to the Applicable Fraction of the cash redemption price per share paid in respect of the shares of Preferred Stock pursuant to the Certificate of Designation plus all accrued any other money and unpaid dividends to and including the redemption dateother property represented by each such Depositary Share. The foregoing shall be subject further subject to the terms and conditions of the Articles Certificate of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglyDesignation. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the bank accounts maintained by opening of business 15 days next preceding any selection of Depositary Shares and Preferred Stock to be redeemed and ending at the Depositary in connection with close of business on the performance day of the services described herein will be mailing of notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole or in part, except as provided in the name preceding paragraph of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timethis Section 2.3.

Appears in 1 contract

Samples: Deposit Agreement (Ventas Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 60 days' prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for of such redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "cash redemption date"), to the holders of record holders on the record date fixed for such redemption pursuant to Section 4.4 hereof of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide but neither failure to mail any such notice of redemption to one or more such holders nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticeother holders. The Company shall provide the Depositary with such notice, and each such notice shall state: the cash redemption date; the cash redemption price and accrued and unpaid dividends payable on the redemption dateprice; the number of deposited shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the cash redemption price and accrued and unpaid dividends payable on the redemption dateprice; and that from and after the cash redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed selected pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in the issuance of any Excess Preferred Stock. The Company shall also cause notice of redemption to be published in a newspaper of general circulation in The City of [New York]at least once a week for two successive weeks commencing not less than 30 nor more than 60 days prior to the cash redemption date. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the cash redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption datedate of redemption), the Depositary shall redeem the number of Depositary Shares representing such shares of Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to pay for redeem the shares of Preferred Stock to be redeemed by it as set forth in the Company’s 's notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price plus all accrued and unpaid dividends any money or other property to and including the redemption datewhich holders of such Receipts were entitled upon such redemption) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $25.00 per Depositary Share plus all accrued any other money and unpaid dividends to and including the redemption dateother property payable in respect of such Preferred Stock. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglySupplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Smith Charles E Residential Realty Inc)

Optional Redemption of Preferred Stock for Cash. Whenever Except as otherwise set forth in this Section 2.03, shares of the Preferred Stock are not redeemable prior to January 27, 2020. However, in order to ensure that the Company remains qualified as a real estate investment trust (“REIT”) for United States federal income tax purposes in accordance with the Charter, the Preferred Stock, together with all other Capital Stock (as defined in the Charter), shall be subject to the provisions of Article VII of the Charter. On or after January 27, 2020, if the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of Section 5 of the Articles of AmendmentSupplementary (the “Optional Redemption Right”), it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, amount of all accrued and unpaid dividends thereon to and including to, but not including, the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption dateOptional Redemption Date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the Optional Redemption Date; (b) the redemption dateprice; the redemption price and accrued and unpaid dividends payable on the redemption date(c) any conditions of redemption; (d) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (e) the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the Optional Redemption Date; (f) the procedure for surrendering noncertificated shares of Preferred Stock and Depositary Shares for payment of the redemption dateprice; and (g) that from and after the redemption date Optional Redemption Date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. Notwithstanding the foregoing, if the Depositary Shares are held in global form, such notice shall comply with applicable procedures of The Depositary Trust Company (“DTC”). If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by lot. If such redemption is to be by lot and, as a result of such redemption, any other equitable method determined holder of a number of Depositary Shares would become a holder of a number of Depositary Shares resulting in a violation of the Aggregate Stock Ownership Limit because such holder’s Depositary Shares were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Company will redeem the requisite number of Depositary Shares of such holder such that no holder will hold in excess of the Aggregate Stock Ownership Limit subsequent to such redemption. In addition to the foregoing, upon the occurrence of a Change of Control (as defined in the Articles Supplementary), the Company shall have the option to redeem the Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred for cash in accordance with the Articles Supplementary (the “Special Optional Redemption Right”). If the Company elects to exercise its Special Optional Redemption Right, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date of such proposed redemption and of the number of shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Supplementary, including the amount of all accrued and unpaid dividends thereon to, but not including, the date fixed for redemption (the “Special Optional Redemption Price”). The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Special Optional Redemption Date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. If, prior to the Change of Control Conversion Date, each of the Company and the Depositary has provided notice of redemption with respect to the Preferred Stock (whether pursuant to the Optional Redemption Right or the Special Optional Redemption Right), the holders of Depositary Shares will not have the conversion right described below in Section 2.04. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the Special Optional Redemption Date; (b) the Special Optional Redemption Price; (c) any conditions of redemption; (d) the number of shares of Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (e) the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price payable on the Special Optional Redemption Date; (f) the procedure for surrendering the procedure for surrendering noncertificated shares of Preferred Stock and Depositary Shares for payment of the redemption price; (g) that from and after the Special Optional Redemption Date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue; (h) that the shares of Preferred Stock and Depositary Shares are being redeemed pursuant to the Company’s Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (i) that the record holders of the Depositary Shares called for redemption will not will not be able direct the Depositary to tender such Preferred Stock for conversion in connection with the Change of Control and that each Depositary Share so tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the Special Optional Redemption Date instead of converted on the Change of Control Conversion Date. Notwithstanding the foregoing, if the Depositary Shares are held in global form, such notice shall comply with applicable procedures of DTC. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by lot. If such redemption is to be by lot and, as a result of such redemption, any holder of a number of Depositary Shares would become a holder of a number of Depositary Shares resulting in a violation of the Aggregate Stock Ownership Limit because such holder’s Depositary Shares were not redeemed, or were only redeemed in part, then, except as otherwise provided in the Charter, the Company will redeem the requisite number of Depositary Shares of such holder such that no holder will hold in excess of the Aggregate Stock Ownership Limit subsequent to such redemption. In the event that notice of redemption has been made as described in either of the two immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary Computershare the redemption price or Special Optional Redemption Price (as applicable and determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including thereon (whether or not declared) to, but not including, the redemption dateOptional Redemption Date or Special Optional Redemption Date, as applicable), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date Optional Redemption Date or Special Optional Redemption Date, as applicable, (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in either of the two preceding paragraphparagraphs), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including (whether or not declared) to, but not including, the redemption dateOptional Redemption Date or Special Optional Redemption Date, as applicable) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $25.00 per Depositary Share plus all accrued and unpaid dividends to and including (whether or not declared) to, but not including, the redemption dateOptional Redemption Date or Special Optional Redemption Date, as applicable, except as set forth in the next paragraph below. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly; provided, however, that under no circumstances will the Articles Supplementary be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. Notwithstanding anything to the contrary contained herein, the persons who are the holders of record of Depositary Shares at the close of business on a record date set for dividends on the underlying shares of Preferred Stock will be entitled to receive the dividend payable on the corresponding date set for payment of such dividend notwithstanding the redemption of those shares after such record date and on or prior to such date set for payment of such dividend and, in such case, the redemption price or Special Optional Redemption Price, as applicable, will not include such dividend, and the full amount of such dividend shall be paid on such date set for payment to the persons who were the holders of record at the close of business on such record date. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the close of business on the day the Company acknowledges that first publicly announces the bank accounts maintained by redemption of Preferred Stock and ending at the close of business on the day the Depositary mails the notices of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in connection with whole or in part, except as provided in the preceding paragraph of this Section 2.03. All funds received by Computershare under this Deposit Agreement that are to be distributed or applied by Computershare in the performance of its services hereunder (the services described herein will “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the name Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor's Corporation (“S&P”) or Xxxxx'x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Depositary Investment Company Act of 1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Company shall have no responsibility or liability for any diminution of the Funds that the Depositary may result from any deposit or investment made by Computershare in accordance with this paragraph, except for any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive investment interest, dividends or other earnings in connection with such deposits or investments. Computershare shall not be obligated to pay such interest, dividends or earnings to the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timeCompany, any holder or any other party.

Appears in 1 contract

Samples: Deposit Agreement (CorEnergy Infrastructure Trust, Inc.)

Optional Redemption of Preferred Stock for Cash. Whenever Shares of the Preferred Stock are not redeemable prior to . On or after , if the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limit or the Existing Holder Limit. During any period of time that both (i) Preferred Stock is not listed on the NYSE, NYSE Alternext or NASDAQ (or if the Preferred Stock is at any time held in the form of Depositary Shares, the Depositary Shares representing Preferred Stock are not listed on the NYSE, NYSE Alternext or NASDAQ), and (ii) the Company is not subject to the reporting requirements of the Exchange Act, but any shares of Series Preferred Stock are outstanding, the Corporation will have the option to redeem the Series Preferred Stock, in whole but not in part, within 90 days of the date upon which the shares of the Series Preferred Stock cease to be listed and we cease to be subject to such reporting requirements, for a redemption price of $ per share, plus all dividends accrued and unpaid (whether or not declared), if any, to the date such shares are redeemed as provided in Section 5(c) of the Articles Supplementary, upon the giving of notice as provided in Section 5(h) of the Articles Supplementary. In the event that notice of redemption has been made as described in the immediately preceding paragraph this Section 2.03 and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly. Unless full cumulative dividends on all Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash set apart for payment for all past dividend periods and the then current dividend period, no Preferred Stock shall be redeemed unless all outstanding shares of Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Preferred Stock or any class or series of equity securities of the Company ranking, as to dividends or upon liquidation, on a parity with or junior to the Preferred Stock (except by exchange for shares of equity securities of the Company ranking, as to dividends and upon liquidation, junior to the Preferred Stock). If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Wsyt Licensee L P)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentAmendment (including on account of a Regulatory Capital Treatment Event, as defined therein), it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 15 nor more than 65 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment. At the written direction and sole expense of the Company, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, send notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 10 and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.4 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided however, that if the Depositary Shares are held represented by a DTC Receipt as described in Section 2.1 above, notice will be given in accordance with the form procedures of Global Registered Receipts through DTC; but neither the Global Receipt Depositary, the Company may provide failure to send any such notice of redemption to one or more such holder, nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof notice, shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in Unless DTC procedures require otherwise, the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company Company, and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, ; the Depositary Shares called for redemption shall be deemed no longer to be outstanding outstanding, and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/10th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and date fixed for redemption; provided that, in accordance with the provisions of the Articles Certificate of Amendment, any declared but unpaid dividends payable on a redemption date that occurs subsequent to the provisions record date fixed pursuant to Section 4.4 for a dividend period shall not be paid to the holder of a Receipt entitled to receive the Articles redemption price on the redemption date, but rather shall be paid to the holder of Amendment will govern and the Company will instruct the Depositary accordinglysuch Receipt on such record date. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges ; provided, however, that the bank accounts maintained such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable by the Company in respect of fractional interests. If less than all of the Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Company will select the Depositary Shares to be redeemed pursuant to this Section 2.3 on a pro rata basis, by lot or in connection such other manner as the Company may determine to be fair and equitable; provided, however, that with respect to any DTC Receipt the selection of Depositary Shares to be redeemed shall be in accordance with the performance procedures of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timeDTC.

Appears in 1 contract

Samples: Deposit Agreement (M&t Bank Corp)

Optional Redemption of Preferred Stock for Cash. Whenever Except as otherwise set forth in this Section 2.03, shares of the Preferred Stock are not redeemable prior to October 5, 2017. However, in order to ensure that the Company remains qualified as a real estate investment trust (“REIT”) for United States federal income tax purposes in accordance with the Certificate of Incorporation, the Preferred Stock, together with all other Equity Stock (as defined in the Certificate of Incorporation), shall be subject to Article IV of the Certificate of Incorporation pursuant to which Equity Stock owned by a stockholder in excess of the Ownership Limit shall automatically be transferred to a Trust for the exclusive benefit of a Beneficiary, as provided in subparagraph D(3) of Article IV of the Certificate of Incorporation, and the Company may purchase any Preferred Stock so designated as “Shares-in-Trust” as set forth in Article IV of the Certificate of Incorporation. On or after October 5, 2017, if the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of Paragraph 4 of the Articles Certificate of AmendmentDesignations (the “Optional Redemption Right”), it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Certificate of AmendmentDesignations, including the amount, if any, amount of all accrued and unpaid dividends thereon to and including to, but not including, the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption dateOptional Redemption Date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the Optional Redemption Date; (b) the redemption dateprice; the redemption price and accrued and unpaid dividends payable on the redemption date; (c) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (d) the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateOptional Redemption Date; and (e) that from and after the redemption date Optional Redemption Date dividends in respect of the Preferred Stock represented by underlying the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limits. In addition to the foregoing, upon the occurrence of a Change of Control (as defined in the Certificate of Designations), the Company shall have the option to redeem the Preferred Stock within 120 days after the first date on which Change of Control occurred for cash in accordance with the Certificate of Designations (the “Special Optional Redemption Right”). If the Company elects to exercise its Special Optional Redemption Right, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days’ prior written notice of the date of such proposed redemption and of the number of shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Certificate of Designations, including the amount of all accrued and unpaid dividends thereon to, but not including, the date fixed for redemption (the “Special Optional Redemption Price”). The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Special Optional Redemption Date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. If, prior to the Change of Control Conversion Date, each of the Company and the Depositary has provided notice of redemption with respect to the Preferred Stock (whether pursuant to the Optional Redemption Right or the Special Optional Redemption Right), the holders of Depositary Shares will not have the conversion right described below in Section 2.04. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the Special Optional Redemption Date; (b) the Special Optional Redemption Price; (c) the number of shares of Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (d) the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price payable on the Special Optional Redemption Date; (e) that the shares of Preferred Stock and Depositary Shares are being redeemed in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; (f) that the record holders of the Depositary Shares called for redemption will not will not be able direct the Depositary to tender such Preferred Stock for conversion in connection with the Change of Control and that each Depositary Share so tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the Special Optional Redemption Date instead of converted on the Change of Control Conversion Date; and (g) that from and after the Special Optional Redemption Date dividends in respect of the Preferred Stock underlying the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company that will not result in a violation of the Ownership Limits. In the event that notice of redemption has been made as described in either of the two immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price or Special Optional Redemption Price (as applicable and determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including thereon to, but not including, the redemption dateOptional Redemption Date or Special Optional Redemption Date, as applicable), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date Optional Redemption Date or Special Optional Redemption Date, as applicable, (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in either of the two preceding paragraphparagraphs), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including to, but not including, the redemption dateRedemption Date or Special Optional Redemption Date, as applicable) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $25.00 per Depositary Share plus all accrued and unpaid dividends to and including to, but not including, the redemption dateRedemption Date or Special Optional Redemption Date, as applicable, except as set forth in the next paragraph below. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary accordingly. Notwithstanding anything to the contrary contained herein, the persons who are the holders of record of Depositary Shares at the close of business on a record date set for dividends on the underlying shares of Preferred Stock will be entitled to receive the dividend payable on the corresponding date set for payment of such dividend notwithstanding the redemption of those shares after such record date and on or prior to such date set for payment of such dividend and, in such case, the redemption price or Special Optional Redemption Price, as applicable, will not include such dividend, and the full amount of such dividend shall be paid on such date set for payment to the persons who were the holders of record at the close of business on such record date. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the close of business on the day the Company acknowledges that first publicly announces the bank accounts maintained by redemption of Preferred Stock and ending at the close of business on the day the Depositary mails the notices of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in connection with the performance of the services described herein will be whole or in part, except as provided in the name preceding paragraph of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to timethis Section 2.03.

Appears in 1 contract

Samples: Deposit Agreement (CBL & Associates Properties Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 15 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaidclass, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption Notwithstanding the foregoing, if the Preferred Stock is held in book-entry form through DTC, such notice which has been mailed may be given in the any manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether permitted or not the holder received the redemption noticerequired by DTC. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/400th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time Shares to timebe redeemed pursuant to this Section 2.03 on a pro rata basis or by lot.

Appears in 1 contract

Samples: Deposit Agreement (Jpmorgan Chase & Co)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignation. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last Dividend Payment Date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignation. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignation, the provisions of the Articles Certificate of Amendment Designation will govern and the Company will instruct the Depositary accordinglyin writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (Citigroup Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days' prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of AmendmentSupplementary, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "redemption date"), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the CompanyCompany that will not result in a violation of the Ownership Limit. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the The Depositary the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the The Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s 's notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of AmendmentSupplementary. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of AmendmentSupplementary, the provisions of the Articles of Amendment Supplementary will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s 's Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s 's risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (New Plan Excel Realty Trust Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of Amendmentcash, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 45 days' prior written notice of the date of such proposed redemption of Preferred Stock and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including redeemed. On the date fixed for of such redemption, provided that the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Certificate of Designation) of the Preferred Stock deposited with the Depositary to be redeemed, the Depositary shall redeem (using the proceeds of such redemption) the number of Depositary Shares representing such redeemed Preferred Stock. The Depositary shall mail, first-class postage prepaid, mail notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "cash redemption date"), to the holders of record holders on the record date fixed for such redemption as provided in Paragraph 14 below of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if . In case fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed selected by lot or pro rata (as nearly as may be practicable without creating fractional Depositary Sharesbe) or by any other equitable method as determined by the CompanyDepositary. In the event that notice of redemption has Notice having been made mailed as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)aforesaid, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to pay for redeem the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraphon such date), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminateterminate and from and after the last business day preceding such cash redemption date the conversion rights in respect of such Preferred Stock shall terminate at the close of business on the last business day preceding such cash redemption date. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a the cash redemption price of $ per Depositary Share therefor specified in said notice, plus all accrued any other money and unpaid dividends to and including the redemption dateother property. The foregoing shall be subject further subject to the terms and conditions of the Articles Certificate of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglyDesignation. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Ventas Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of Amendment, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ $_____ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Entegra Financial Corp.)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem deposited shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 60 days' prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles Certificate of AmendmentDesignation, including the amount, if any, of accrued and unpaid dividends thereon (including, without limitation, accumulated dividends, if any, for prior dividend periods) to and including the date fixed for of such redemption. The Depositary shall mail, first-class postage prepaid, notice furnished by the Company of the redemption of the Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "cash redemption date"), to the holders of record holders at the close of business on the record date fixed for such notice pursuant to Section 4.4 hereof of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide but neither failure to mail any such notice of redemption to one or more such holders nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a any holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: (i) the cash redemption date; (ii) the cash redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.;

Appears in 1 contract

Samples: Deposit Agreement (Meditrust Corp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of Amendment, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 nor more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary Computershare the redemption price (determined pursuant to the Articles Certificate of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share plus all accrued any declared and unpaid dividends to and including dividends, without accumulation of any undeclared dividends, to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of Amendment. In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of Amendment, the provisions of the Articles Certificate of Amendment will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Amendment be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in connection with such other manner as the Depositary may determine to be fair and equitable. All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services (the services described herein will “Funds”) shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the name Company. Until paid pursuant to this Agreement, Computershare may hold or invest the Funds through such accounts in: (i) obligations of, or guaranteed by, the United States of America, (ii) commercial paper obligations rated A-1 or P-1 or better by Standard & Poor’s Corporation (“S&P”) or Xxxxx’x Investors Service, Inc. (“Moody’s”), respectively, (iii) money market funds that comply with Rule 2a-7 of the Depositary Investment Company Act of 1940, or (iv) demand deposit accounts, short term certificates of deposit, bank repurchase agreements or bankers’ acceptances, of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), Moody’s (Long Term Rating) and that Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.) at Computershare’s risk. Computershare shall have responsibility and liability for any diminution of the Depositary may receive investment earnings in connection with Funds, except if (i) the investment at the Depositary’s risk and for its benefit of funds Funds are held in those demand deposit or similar bank accounts of commercial banks with Tier 1 capital exceeding $1 billion and (ii) the diminution results from time to timethe dissolution, bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of any such commercial bank.

Appears in 1 contract

Samples: Deposit Agreement (American Express Co)

Optional Redemption of Preferred Stock for Cash. (a) Subject to receiving all required regulatory approvals, the Company may redeem the Preferred Stock at its option, in whole or in part, at any time, or from time to time, on any Dividend Payment Date (as defined in the Certificate of Designation) on or after September 30, 2024. There will be no sinking fund for the redemption or purchase of the Preferred Stock or the Depositary Shares. No holder of the Preferred Stock or of the Depositary Shares will have the right to require the redemption of the Preferred Stock. (b) Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash at its option in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 and not more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignation. The Depositary shall mail, mail through electronic mail or first-class postage prepaidprepaid mail, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A . (c) In connection with any redemption notice which of the Preferred Stock at the option of the Company in accordance with the Certificate of Designation, the Company shall deliver an Officers’ Certificate to the Depositary stating that it has been mailed complied with all of the conditions to the exercise of its optional redemption rights set forth in the manner provided herein Certificate of Designation, and the Depositary shall be conclusively presumed have no duty or obligation to have been duly given on inquire or investigate whether the date mailed whether or not Company has complied with the holder received terms of the redemption notice. Certificate of Designation. (d) The Company shall also prepare and provide the Depositary with such noticethe notice provided for in Section 2.09(b), and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; and (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata price. (as nearly as may be practicable without creating fractional Depositary Sharese) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $25 per Depositary Share Share, plus all accrued and an amount equal to any declared but unpaid dividends to and including to, but excluding, the redemption date, without accumulation of any undeclared dividends. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of Amendment. Designation. (f) In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignation, the provisions of the Articles Certificate of Amendment Designation will govern and the Company will instruct the Depositary accordingly. in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. (g) If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that . (h) If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.09 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (Fifth Third Bancorp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 5 nor more than 30 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 5 and not more than 60 30 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last dividend period end date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.the

Appears in 1 contract

Samples: Deposit Agreement (Citigroup Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of Amendmentcash, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 45 days' prior written notice of the date of such proposed redemption of Preferred Stock and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including redeemed. On the date fixed for of such redemption, provided that the Company shall then have paid in full to the Depositary the cash redemption price (determined pursuant to the Certificate of Designation) of the Preferred Stock deposited with the Depositary to be redeemed, the Depositary shall redeem (using the proceeds of such redemption) the number of Depositary Shares representing such redeemed Preferred Stock. The Depositary shall mail, first-class postage prepaid, mail notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the "cash redemption date"), to the holders of record holders on the record date fixed for such redemption as provided in Paragraph 14 below of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if . In case fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed selected by lot or pro rata (as nearly as may be practicable without creating fractional Depositary Sharesbe) or by in any other equitable method manner determined by the Company. In the event that notice of redemption has Notice having been made mailed as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)aforesaid, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the cash redemption date (unless the Company shall have failed to pay for redeem the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraphon such date), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate and from and after the last business day preceding such cash redemption date the conversion rights in respect of such Preferred Stock shall terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a the cash redemption price of $ per Depositary Share therefor specified in said notice, plus all accrued any other money and unpaid dividends to and including the redemption dateother property. The foregoing shall be subject further subject to the terms and conditions of the Articles Certificate of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglyDesignation. If fewer than all of the Depositary Shares evidenced by a this Receipt are called for redemption, the Depositary will deliver to the holder of such this Receipt upon its surrender to the Depositary, together with payment of the cash redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Level 3 Communications Inc)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 40 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on the redemption datedividends); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including the redemption datedividends)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglydate fixed for redemption. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (J P Morgan Chase & Co)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles Certificate of AmendmentDesignations, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 5 nor more than 30 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignations. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 5 and not more than 60 30 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective not given or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption noticedefective. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignations) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ $1,000 per Depositary Share plus all any accrued and unpaid dividends to and including thereon from the last dividend payment date to, but excluding, the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of AmendmentDesignations. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignations, the provisions of the Articles Certificate of Amendment Designations will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designations be deemed to change or modify any of the rights, duties or immunities of the Depositary accordinglycontained herein. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges If less than all of the Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary will select the Depositary Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may determine to be fair and equitable. 2.03.1 All redemption funds received by Computershare pursuant to this Deposit Agreement that are to be distributed or applied by Computershare in accordance with the terms of this Deposit Agreement (the “Funds”) shall be delivered to Computershare by 9:00 a.m. Eastern Time and in no event later than 12:00 p.m. Eastern Time on the redemption date. Funding after 9:00 a.m. Eastern Time but before 12:00 p.m. Eastern Time on the redemption date may cause delays in payments to be made on the redemption date. Delivery of Funds on any day after 12:00 p.m. Eastern Time will be subject to the terms of Section 2.03.4, below. Once received by Computershare, Funds shall be held by Computershare as agent for the Company. Until paid or distributed in accordance with this Deposit Agreement, the Funds shall be deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to this Deposit Agreement, Computershare may hold or invest the Funds through such accounts in: (i) bank accounts, short term certificates of deposit, bank repurchase agreements, and disbursement accounts with commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by Standard & Poor’s Financial Services LLC (LT Issuer Credit Rating), Xxxxx’x Investors Service, Inc. (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.), (ii) Cash Management sweeps to AAA Fixed NAV money market funds that comply with Rule 2a-7 under the Investment Company Act of 1940, as amended, or (iii) funds backed by obligations of, or guaranteed by, the United States of America. 2.03.2 Computershare will only draw upon the Funds in such amount as required from time to time in order to make payments for the Depositary Shares and any applicable tax withholding payments. Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit or investment made by Computershare in accordance with this Section 2.03, including any losses resulting from a default by any bank, financial institution or other third party, provided such actions related to the investments made by Computershare are taken in good faith and without gross negligence or willful misconduct. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party. 2.03.3 Computershare is acting as an agent hereunder and is not a debtor of the Company in respect of the Funds. 2.03.4 In the case of late-day funding, which means delivery of Funds to Computershare after 12:00 p.m. Eastern Time on any day as set forth in Section 2.03.1 above (“Late-Day Funding”), Federal Deposit Insurance or other bank liquidity charges may apply in connection with the performance overnight deposit of the services described herein Funds with commercial banks. The parties agree that any such charges assessed as a result of Late-Day Funding will be charged to the Company and the Company hereby agrees to pay such charges. 2.03.5 The Company agrees to deliver the Funds by wire to the account listed on the attached Exhibit C, which may be amended in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts writing from time to time.

Appears in 1 contract

Samples: Deposit Agreement (Citigroup Inc)

Optional Redemption of Preferred Stock for Cash. Whenever (a) Subject to receiving all required regulatory approvals, the Company may redeem the Preferred Stock at its option, in whole or in part, at any time, or from time to time, as provided for in the Certificate of Designation, on or after April 16, 2022. There will be no sinking fund for the redemption or purchase of the Preferred Stock or the Depositary Shares. No holder of the Preferred Stock or of the Depositary Shares will have the right to require the redemption of the Preferred Stock. (b) In the event of a Delisting Event or Change of Control, the Company shall elect have the option to redeem shares of deposited the Preferred Stock and Depositary Shares for cash cash, in whole or in part, in accordance with the provisions of the Articles Certificate of AmendmentDesignation, it within 90 days after the first date on which such Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable (the “Special Optional Redemption Right”). In the case of any redemption, whether pursuant to the Optional Redemption Right or the Special Optional Redemption Right, the Company shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 5 and not more than 60 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles Certificate of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionDesignation. The Depositary shall mail, mail through electronic mail or first-class postage prepaidprepaid mail, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor 5 and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A . (c) In connection with any redemption notice which of the Preferred Stock at the option of the Company in accordance with the Certificate of Designation, the Company shall deliver an Officers’ Certificate to the Depositary stating that it has been mailed complied with all of the conditions to the exercise of its optional redemption rights set forth in the manner provided herein Certificate of Designation, and the Depositary shall be conclusively presumed have no duty or obligation to have been duly given on inquire or investigate whether the date mailed whether or not Company has complied with the holder received terms of the redemption notice. Certificate of Designation. (d) The Company shall also prepare and provide the Depositary with such noticethe notice provided for in Section 2.09(b), and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued and unpaid dividends payable on the redemption dateprice; (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; and (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on price. In the redemption date; and event the Company is exercising its Special Optional Redemption Right, the notice referred to above shall also state: (i) that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding and Depositary Shares are being redeemed pursuant to be redeemedthe Company’s Special Optional Redemption Right in connection with the occurrence of a Delisting Event or Change of Control, as applicable, and a brief description of the transaction(s) constituting such Delisting Event or Change of Control, as applicable and (ii) that the Preferred Stock and Depositary Shares may not be tendered for conversion in connection with the Delisting Event or Change of Control, as applicable, by the holder thereof and that each share of Preferred Stock and each Depositary Share so tendered for conversion that is selected, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, for redemption will be redeemed shall be redeemed pro rata on the related date of redemption instead of converted on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable. (as nearly as may be practicable without creating fractional Depositary Sharese) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles Certificate of AmendmentDesignation) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption dateprice) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a cash redemption price of $ per Depositary Share set forth in such notice, plus all accrued and an amount equal to any declared but unpaid dividends to and including to, but excluding, the redemption date, without accumulation of any undeclared dividends. The foregoing shall be further subject to the terms and conditions of the Articles Certificate of Amendment. Designation. (f) In the event of any conflict between the provisions of this the Deposit Agreement and the provisions of the Articles Certificate of AmendmentDesignation, the provisions of the Articles Certificate of Amendment Designation will govern and the Company will instruct the Depositary accordingly. in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein. (g) Unless full cumulative dividends on all Preferred Stock shall have been or contemporaneously are declared and paid in cash or declared and a sum sufficient for the payment thereof in cash irrevocably set apart for payment for all past dividend periods, no Preferred Stock shall be redeemed unless all outstanding shares of Preferred Stock are simultaneously redeemed and the Company shall not purchase or otherwise acquire directly or indirectly any shares of Preferred Stock or any class or series of equity securities of the Company ranking, as to dividends or upon liquidation, on a parity with or junior to the Preferred Stock (except by exchange for shares of equity securities of the Company ranking, as to dividends and upon liquidation, junior to the Preferred Stock); provided, however, that the foregoing shall not prevent the purchase of Preferred Stock by the Company pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Preferred Stock. (h) If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption. The Company acknowledges that . (i) If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.09 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (XOMA Corp)

Optional Redemption of Preferred Stock for Cash. Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of AmendmentSupplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 40 nor more than 70 days’ prior written notice of the date fixed for redemption of such proposed Preferred Stock (the “redemption date”) and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price (the “redemption price”), as set forth in the Articles of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemptionSupplementary. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor and not more than 60 days prior to the redemption date, to the holders of record on the record date fixed for such redemption of such Preferred Stock and Depositary Shares (the “redemption date”), pursuant to the record holders Section 4.04 of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if but neither the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide failure to mail any such notice of redemption to one or more such holder nor any defect in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a the holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall prepare and provide the Depositary with such notice, and each such notice shall state: (i) the redemption date; (ii) the redemption price and accrued (including any declared and unpaid dividends payable on and, in the redemption datecase of a Regulatory Capital Treatment Event, any additional dividend payments contemplated by the Articles Supplementary); (iii) the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; (iv) if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; (v) the place or places where the Preferred Stock and the Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption dateprice; and (vi) that from and after on the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph paragraphs and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of AmendmentSupplementary) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date)redeemed, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after on the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued (including any declared and unpaid dividends to and including and, in the redemption datecase of a Regulatory Capital Treatment Event, any additional dividend payments contemplated by the Articles Supplementary)) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price of $ per Depositary Share equal to 1/40th of the redemption price per share paid in respect of the shares of Preferred Stock, plus all accrued declared and unpaid dividends to and including the redemption date. The foregoing shall be further subject thereon to the terms and conditions date fixed for redemption and, in the case of a Regulatory Capital Treatment Event, any additional dividend payments contemplated by the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordinglySupplementary. If fewer less than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s the Depositary Shares evidenced by such prior Receipt that are and not called for redemption; provided, however, that such replacement Receipt shall be issued only in denominations of whole Depositary Shares and cash will be payable in respect of fractional interests. The Company acknowledges that If less than all of the bank accounts maintained by Preferred Stock is redeemed pursuant to the Company’s exercise of its optional redemption right, the Depositary in connection with the performance of the services described herein will be in the name of select the Depositary and that Shares to be redeemed pursuant to this Section 2.03 on a pro rata basis, by lot or in such other manner as the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk determine to be fair and for its benefit of funds held in those accounts from time to timeequitable.

Appears in 1 contract

Samples: Deposit Agreement (Huntington Bancshares Inc/Md)

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