Permissive Redemption Sample Clauses

Permissive Redemption. The Company has the right to redeem the Preferred Stock, in whole or in part, in cash at one hundred thirty (130%) percent of the Liquidation Value, as defined in the Amended Certificate of Secretary of the 8% Convertible Preferred Stock Series 97-G, for any Preferred Stock for which a Notice of Conversion has not been sent. Upon notice of its right to redeem the Preferred Stock, the Company shall wire transfer the appropriate amount of funds into an escrow account mutually agreed upon by both Company and Subscriber within three (3) business days of such notice. Additionally, if after the passage of three (3) business days from the receipt by the Subscriber of the notice of the Company's right to redeem the Preferred Stock and the time funds are received by the escrow agent, the Company has not deposited into escrow the appropriate amount of funds to redeem the Preferred Stock, the Company shall pay to the Subscriber an amount equal to five (5%) percent per month of the Liquidation Value of the Preferred Stock held by Subscriber on a pro rata basis in cash. After the escrow agent is in receipt of such funds, he shall notify the Subscriber to surrender the appropriate amount of Preferred Stock. If after three (3) business days from the date the notice of redemption is received by the Subscriber the funds have not been received by the escrow agent, then the Subscriber shall again have the right to convert the Preferred Stock and the Company shall have the right to redeem the Preferred Stock but only upon simultaneously sending a notice of redemption to the Subscriber and wire transferring the appropriate amount of funds.
AutoNDA by SimpleDocs
Permissive Redemption. The Managing Member shall have the sole discretion to approve any request for redemption of any Unit. Notwithstanding the foregoing, no redemption shall be permitted unless: (i) the conditions to a Transfer in Section 9.03 are satisfied with respect to the redemption as if the redemption were a Transfer; (ii) the Requesting Member provides the Managing Member a written request for redemption at least 60 calendar days in advance of the requested redemption date; (iii) the redemption price is established not earlier than 60 calendar days after the Managing Member’s receipt of such written request; and (iv) the redemption, if granted, together with “transfers” (within the meaning of Section 7704 of the Code) previously effectuated during the Fiscal Year of the Company (other than transfers described in Treasury Regulation Section 1.7704-1(e)) does not exceed 10% of the total interests in the Company’s capital or profits. The Managing Member or the Board, as applicable, may elect to waive one or more of (i)-(iv) if a written opinion is received by the Company’s tax counsel, in a form reasonably satisfactory to the Managing Member or the Board, as applicable, that the proposed redemption will not adversely cause the Company to constitute a “publicly traded partnership” within the meaning of Section 7704 of the Code.
Permissive Redemption. The Company has the right to redeem the Debentures, in whole or in part, in cash at one hundred twenty (120%) percent of the outstanding principle amount of the Debenture, for any Debenture for which a Notice of Conversion has not been sent. Upon notice of its right to redeem the Debenture the Company shall wire transfer the appropriate amount of funds into an escrow account mutually agreed upon by both Company and Purchaser within three (3) business days of such notice. Additionally, if after the passage of three (3) business days from the receipt by the Purchaser of the notice of the Company's right to redeem the Debenture, and the time funds are to be received by the escrow agent, the Company has not deposited into escrow the appropriate amount of funds to redeem the Debenture, the Company shall pay to the Purchaser an amount equal to five (5%) percent per month of the outstanding principle amount on a pro rata basis in cash. After the escrow agent is in receipt of such funds, he shall notify the Purchaser to surrender the appropriate amount of Debenture. If after three (3) business days from the date the notice of redemption is received by the Purchaser the funds have not been received by the escrow agent, then the Purchaser shall again have the right to convert the Debenture and the Company shall have the right to redeem the Debenture but only upon simultaneously sending a notice of redemption to the Purchaser and wire transferring the appropriate amount of funds.
Permissive Redemption. The Company has the right to redeem the Shares, in whole or in part, in cash or in Common Stock, as follows: When a conversion request is submitted and when the Conversion Price is at or below $2.625, the Company has the option to redeem all or a portion of the first twenty-five (25%) percent of the outstanding Shares for a redemption price equal to one hundred ten (110%) percent of the Liquidation Value (as defined in the Certificate of Designation) of the Shares, or issue shares at a redemption price equal to eighty-two (82%) percent of the average closing bid price of the Common Stock as reported by NASDAQ or any successor exchange in which the Common Stock is listed for the five (5) trading days preceding the Conversion Date. For all or a portion of the second twenty-five (25%) percent of outstanding Shares for which conversions are submitted, if the Conversion Price is at or below $2.625, the Company has the option to redeem for one hundred twenty (120%) percent of the Liquidation Value of the Shares, or issue shares at a redemption price equal to eighty-two (82%) percent of the average closing bid price of the Common Stock as reported by NASDAQ or on other securities exchanges or markets in which the Common Stock is listed for the five (5)trading days ending on the day before the Closing Date. For any conversions of the remaining outstanding principal amount submitted at or below a floor price of One ($1.00) Dollar per Conversion Share, Shares may be redeemed by the Company at the time(s) of conversion at one hundred ten (110%) percent of the Liquidation Value of the Shares. The Company shall give written notice by telecopy to the Purchaser of its election to redeem the Shares one (1) business day after receipt of the Notice of Conversion. Upon notice of its right to redeem the Shares the Company shall wire transfer the appropriate amount of funds which shall include Redemption Price, as defined in Certificate of Designation filed June 30, 1997, and any and all penalties and liquidated damages, if any, to Purchaser within ten (10) days of such notice. If the Company does not wire the appropriate amounts of funds to Purchaser, the Company shall pay to the Purchaser a penalty in an amount in cash equal to two (2%) percent of the redemption price to be paid for such redemption. If the Company fails to pay the Redemption Price on the Redemption Date, as defined in the Certificate of Designation filed June 30, 1997, the Purchaser shall have the right to c...
Permissive Redemption. The Company has the right to redeem the Convertible Preferred Stock, in whole or in part, in cash or in Common Stock, as follows: When a conversion request is submitted and when the Conversion Price is below $3.40, the Company has the option to redeem all or a portion of the outstanding Convertible Preferred Stock for a redemption price equal to $3.40 multiplied by the number of shares the Convertible Preferred Stock would convert into on the date of redemption (the "Redemption Price"). The Company shall give written notice by telecopy to the Purchasers of its election to redeem the Convertible Preferred Stock one (1) business day after receipt of the Notice of Conversion. Upon notice of its right to redeem the Convertible Preferred Stock the Company shall wire transfer the appropriate amount of funds which shall include Redemption Price, as defined in Certificate of Designation filed May 15, 1998, and any and all penalties and liquidated damages, if any, to Purchasers within ten (10) days of such notice. If the Company does not wire the appropriate amounts of funds to Purchasers , the Company shall pay to the Purchasers a penalty in an amount in cash equal to two (2%) percent of the Redemption Price to be paid for such redemption. If the Company fails to pay the Redemption Price on the Redemption Date, as defined in the Certificate of Designation filed May 15, 1998, the Purchasers shall have the right to convert the Convertible Preferred Stock previously presented to the Company and not redeemed. The Company shall have the right to redeem the Convertible Preferred Stock in accordance with the terms of this paragraph in any subsequent redemption; provided, however, that if the Company fails to pay the Redemption Price in a subsequent redemption within ten (10) days, the Company shall have the right to redeem the Convertible Preferred Stock thereafter, only upon wiring the Redemption Price to the holders simultaneously with sending the notice of redemption. On or after the Redemption Date, the holders of Convertible Preferred Stock called for redemption shall surrender the certificates evidencing the shares called for redemption to the Company at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price.
Permissive Redemption. At any time prior to the effective date of the registration statement to be filed by the Company pursuant to the terms of the Registration Rights Agreement, the Company has the right to redeem up to seventy five (75%) percent of the shares of Common Stock issued hereunder, in cash, at a price of fifty cents per share of Common Stock being redeemed (the "Redemption Price"). The Company also has the right to redeem, at any time after the effective date of the Registration Statement to be filed by the Company, any shares of the Common Stock issued hereunder which are held by any Subscriber, in cash, at the Purchase Price. The number of shares of Common Stock being redeemed shall be taken pro rata amongst each Subscriber. Upon receipt by the Subscribers of a notice by the Company (the "Redemption Notice") of its right to redeem the Common Stock (the "Redemption Date"), the Company shall wire transfer the appropriate amount of funds into an escrow account mutually agreed upon by both the Company and each Subscriber within three (3) business days of the Redemption Date. After the escrow agent is in receipt of the Redemption Price, he shall notify each Subscriber to surrender the appropriate number of shares of Common Stock.

Related to Permissive Redemption

  • Optional Redemption (a) The Company shall have the option to redeem the Notes, in whole or in part, in cash from time to time, upon not less than 30 days' nor more than 60 days' notice, prior to March 1, 2007 at a redemption price equal to the greater of (i) 104.875% of the principal amount of the Notes so redeemed, plus accrued and unpaid interest (and Liquidated Damages, if any) and (ii) the Make-Whole Premium, plus to the extent not included in the Make-Whole Premium, accrued and unpaid interest (and Liquidated Damages, if any) to, but not including, the redemption date. (b) The Notes shall be redeemable for cash at the option of the Company, in whole or in part, at any time on or after March 1, 2007, upon not less than 30 days nor more than 60 days prior notice mailed by first class mail to each Holder at its last registered address, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the 12-month period commencing March 1 of the years indicated below, in each case (subject to the right of Holders of record on a Record Date to receive the corresponding interest due (and the corresponding Liquidated Damages, if any) on the corresponding Interest Payment Date that is on or prior to such redemption date) together with accrued and unpaid interest (and Liquidated Damages, if any), thereon to the date of redemption of the Notes (the "Redemption Date"): 2007 104.875 % 2008 103.250 % 2009 101.625 % 2010 and thereafter 100.000 % (c) Notwithstanding the provisions of clauses (a) and (b) of this Section, at any time or from time to time until March 1, 2005, upon one or more public equity offerings of the Parent's Qualified Capital Stock, up to 35% of the aggregate principal amount of the Notes issued pursuant to the Indenture (only as necessary to avoid any duplication, excluding any replacement Notes) may be redeemed at the Company's option within 90 days of such public equity offering, on not less than 30 days, but not more than 60 days, notice to each Holder of the Notes to be redeemed, with cash in an amount not in excess of the Net Cash Proceeds of such public equity offering, at a redemption price equal to 109.750% of principal, together with accrued and unpaid interest and Liquidated Damages, if any, to, but not including, the Redemption Date; provided, however, that immediately following each such redemption not less than 65% of the aggregate principal amount of the Notes (but in no event less than $100 million aggregate principal amount of the Notes) originally issued pursuant to the Indenture on the Issue Date remain outstanding (only as necessary to avoid any duplication, excluding any replacement Notes). (d) Notice of redemption shall be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in integral multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption unless the Company defaults in such payments due on the redemption date.

  • Early Redemption The Original Notes are subject to early redemption by the Issuer as set forth in Article III of the Debt Agreement. If the Issuer elects to exercise its early redemption option with respect to the Original Notes, the Issuer shall give written notice by an Authorized Officer of its intention to exercise such option to the Global Agent of the principal amount of the Original Notes to be so redeemed in accordance with the Terms applicable to such Note. At the request of the Issuer, the Global Agent shall cause notice of redemption to be given to the Holders of Original Notes (and MAC Notes representing interests in the Exchangeable Notes) in accordance with the notice requirements set forth in the Debt Agreement in the name of and at the expense of Issuer.

  • Optional Redemption of the Notes (a) The Company may redeem at its election, at any time or from time to time, some or all of the Notes before they mature at a redemption price equal to the sum of (x) 100% of the principal amount of Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date plus (y) the Make-Whole Premium. (b) Notwithstanding the foregoing, if the Notes are redeemed on or after the First Par Call Date, the redemption price will not include the Make-Whole Premium. (c) Neither the Trustee nor any Paying Agent shall have any obligation to calculate or verify the calculation of the Make-Whole Premium. (d) The provisions of Section 3.01 through Section 3.06 of the Base Indenture shall not apply to the Notes, and the following provisions shall apply in lieu thereof: (i) In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee: (A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the principal securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the relevant clearing system; or (B) if the Notes are not listed on a securities exchange, or such securities exchange prescribes no method of selection and the Notes are not held through a clearing system or the clearing system prescribes no method of selection, by lot. (ii) No Notes of a principal amount of $2,000 or less shall be redeemed in part. (iii) Notice of redemption will be delivered at least 15 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed, the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with a defeasance of the Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price. (e) Any redemption or notice of redemption, may, at the Company’s discretion, be subject to one or more conditions precedent.

  • Repurchase or Redemption of Shares by the Fund 4.1 Any of the outstanding Shares may be tendered for redemption at any time, and the Fund agrees to repurchase or redeem the Shares so tendered in accordance with its Declaration of Trust as amended from time to time, and in accordance with the applicable provisions of the Prospectus. The price to be paid to redeem or repurchase the Shares shall be equal to the net asset value determined as set forth in the Prospectus. All payments by the Fund hereunder shall be made in the manner set forth in Section 4.2 below. 4.2 The Fund shall pay the total amount of the redemption price as defined in the above paragraph pursuant to the instructions of the Distributor on or before the seventh day subsequent to its having received the notice of redemption in proper form. The proceeds of any redemption of Shares shall be paid by the Fund as follows: (i) in the case of Shares subject to a contingent deferred sales charge, any applicable contingent deferred sales charge shall be paid to the Distributor, and the balance shall be paid to or for the account of the redeeming shareholder, in each case in accordance with applicable provisions of the Prospectus; and (ii) in the case of all other Shares, proceeds shall be paid to or for the account of the redeeming shareholder, in each case in accordance with applicable provisions of the Prospectus. 4.3 Redemption of any class and/or series of Shares or payment may be suspended at times when the New York Stock Exchange is closed for other than customary weekends and holidays, when trading on said Exchange is restricted, when an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund fairly to determine the value of its net assets, or during any other period when the Securities and Exchange Commission, by order, so permits.

  • Optional Redemption in Cash The Companies may prepay this Note ("Optional Redemption") by paying to the Holder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note (the "Redemption Amount") outstanding on the Redemption Payment Date (as defined below). The Companies shall deliver to the Holder a written notice of redemption (the "Notice of Redemption") specifying the date for such Optional Redemption (the "Redemption Payment Date"), which date shall be seven (7) business days after the date of the Notice of Redemption (the "Redemption Period"). A Notice of Redemption shall not be effective with respect to any portion of this Note for which the Holder has previously delivered a Notice of Conversion (as hereinafter defined) or for conversions elected to be made by the Holder pursuant to Section 3.3 during the Redemption Period. The Redemption Amount shall be determined as if the Holder's conversion elections had been completed immediately prior to the date of the Notice of Redemption. On the Redemption Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Companies fail to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then such Redemption Notice will be null and void.

  • In-kind redemptions The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may, in its sole discretion, honor any redemption request partially or wholly in-kind in a manner consistent with Federated Hermes Funds’ Redemption-In-Kind Procedures.

  • Optional Redemption of Notes Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

  • REPURCHASE OR REDEMPTION OF SHARES BY THE TRUST (a) Any of the outstanding Shares of the Funds may be tendered for redemption at any time, and the Funds agree to redeem or repurchase the Shares so tendered in accordance with its obligations as set forth in the Organizational Documents and the Prospectus relating to the Shares. (b) The Funds or its designated agent shall pay: (i) the total amount of the redemption price consisting of the NAV less any applicable redemption fee to the redeeming shareholder or its agent, and (ii) except as may be otherwise required by FINRA Rules, any applicable deferred sales charges to NLD in accordance with NLD’s instructions on or before the fifth business day (or such other earlier business day as is customary in the investment company industry) subsequent to the Trust or its agent having received the notice of redemption in proper form. (c) Redemption of Shares or payment therefore may be suspended at times when the New York Stock Exchange is closed for any reason other than its customary weekend or holiday closings, when trading thereon is restricted, when an emergency exists as a result of which disposal by the Funds of securities owned by the Funds is not reasonably practicable or it is not reasonably practicable for the Funds fairly to determine the value of the Funds’ net assets, or during any other period when the SEC so requires or permits.

  • Payment Upon Redemption (a) If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption and interest on such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series, together with interest accrued thereon to the date fixed for redemption (but if the date fixed for redemption is an interest payment date, the interest installment payable on such date shall be payable to the registered holder at the close of business on the applicable record date pursuant to Section 2.03). (b) Upon presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the expense of the Company, a new Security of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security so presented.

  • CDSCs Related to the Redemption of Omnibus Shares CDSCs in respect of the redemption of Omnibus Shares shall be allocated to the Distributor or a Successor Distributor in the same proportion that CDSCs related to the redemption of Non-Omnibus Commission Shares are allocated to each thereof; provided, that if the Distributor reasonably determines that the transfer agent is able to produce monthly reports which track the Date of Original Issuance for the Omnibus Shares, then the CDSCs in respect of the redemption of Omnibus Shares shall be allocated among the Distributor and any Successor Distributor depending on whether the related redeemed Omnibus Share is attributable to the Distributor or a Successor Distributor, as the case may be, in accordance with Part I above.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!