Common use of Pro Rata Redemption Requirement Clause in Contracts

Pro Rata Redemption Requirement. If the Company elects to cause a Company Redemption pursuant to Section 8(b), then it must simultaneously take the same action with respect to the Other Notes. If the Company elects to cause a Company Redemption pursuant to this Section 8(b) (or similar provisions under the Other Notes) with respect to less than all of the principal amount of the Notes then outstanding, then the Company shall require redemption of a Principal amount from the Holder and each holder of the Other Notes equal to the product of (A) the aggregate principal amount of Notes which the Company has elected to cause to be redeemed pursuant to Section 8(b), multiplied by (B) the fraction, the numerator of which is the sum of the initial principal amount of Notes purchased by such holder and the denominator of which is the initial principal amounts of Notes purchased by all holders holding outstanding Notes (such fraction with respect to each holder is referred to as its “Redemption Allocation Percentage”, and such amount with respect to each holder is referred to as its “Pro Rata Redemption Amount”); provided that in the event that the initial holder of any Notes has sold or otherwise transferred any of such holder’s Notes, the transferee shall be allocated a pro rata portion of such holder’s Redemption Allocation Percentage and Pro Rata Redemption Amount.

Appears in 3 contracts

Samples: Convertible Note (Metalico Inc), Convertible Note (Metalico Inc), Convertible Note (Metalico Inc)

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Pro Rata Redemption Requirement. If the Company elects to cause a Company Optional Redemption pursuant to Section 8(b8(a), then it must simultaneously take the same action with respect to the Other Notes. If the Company elects to cause a Company an Optional Redemption pursuant to this Section 8(b8(a) (or similar provisions under the Other Notes) with respect to less than all of the principal amount Conversion Amounts of the Notes then outstanding, then the Company shall require redemption of a Principal amount Conversion Amount from the Holder and each holder of the Other holders of the Notes equal to the product of (Ai) the aggregate principal amount Conversion Amount of Notes which the Company has elected to cause to be redeemed pursuant to Section 8(b8(a), multiplied by (Bii) the fraction, the numerator of which is the sum of the initial principal amount aggregate Original Principal Amount of the Notes purchased by such holder and the denominator of which is the initial principal amounts sum of the aggregate Original Principal Amount of the Notes purchased by all holders holding outstanding Notes (such fraction with respect to each holder is referred to as its "Redemption Allocation Percentage", and such amount with respect to each holder is referred to as its "Pro Rata Redemption Amount"); provided that in . In the event that the initial holder of any Notes has sold shall sell or otherwise transferred transfer any of such holder’s 's Notes, the transferee shall be allocated a pro rata portion of such holder’s 's Redemption Allocation Percentage and Pro Rata Redemption Amount.

Appears in 1 contract

Samples: Securities Purchase Agreement (Composite Technology Corp)

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