Pro Rata Redemption/Repurchase Clause Samples

Pro Rata Redemption/Repurchase. When some, but not all, of the Redeemable Preferred Shares are to be redeemed or repurchased on any Optional Redemption Date, Change of Control Purchase Date, Mandatory Repurchase Date, Special Mandatory Repurchase Date or Special Bank Refinancing Repurchase Date, the Company shall redeem the Redeemable Preferred Shares of each Redeemable Preferred Member (in the case of any repurchase, of each Redeemable Preferred Member whose Redeemable Preferred Shares have been tendered for repurchase) pro rata (or as nearly as may be possible without giving rise to fractions of Redeemable Preferred Shares, and taking into account any adjustment for the payment of accrued and unpaid dividends as provided in this Article V) according to the number of Redeemable Preferred Shares held by each such Redeemable Preferred Member, or participating Redeemable Preferred Member where participation in the redemption or repurchase is elective at the option of the Redeemable Preferred Member. If the Redeemable Preferred Shares are in certificated form, the Company will issue new certificates to the Redeemable Preferred Members representing the portion of any Redeemable Preferred Shares not redeemed or repurchased.