Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation. (b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, that no failure to give such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchange. (c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof. (d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 4 contracts
Samples: Voting and Support Agreement (Telos Corp), Voting and Support Agreement (Wynnefield Partners Small Cap Value Lp), Voting and Support Agreement (Telos Corp)
Procedure for Redemption. (ai) In Upon the event that fewer than all Corporation’s written notice as to the effective date of the redemption, accompanied by payment in immediately available U.S. funds of the amount of the full Redemption Price through such effective date to which each record holder of shares of Series A Preferred Stock to be redeemed is entitled, shares of the Series A Preferred Stock shall be redeemed and shall no longer be outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors stock of the Corporation and all rights of the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of such shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, will terminate. Such notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption datepre-paid, to each record holder of record of the shares of Series A Preferred Stock to be redeemed at the respective mailing address of such holder's address holder as the same appears shall appear on the stock register transfer records of the Corporation; provided, however, that no . No failure to give such notice nor or any defect therein or in the mailing thereof shall affect the validity of the proceeding proceedings for the redemption of any shares of Exchangeable Series A Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each defective or not given.
(ii) In addition to any information required by law or by the applicable rules of any exchange upon which Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (iA) the redemption date; (iiB) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedRedemption Price; (iii) the redemption price; (ivC) the place or places where certificates for such the shares of Series A Preferred Stock are to be surrendered (if so required in the notice) for payment of the redemption priceRedemption Price in immediately available U.S. funds (if not otherwise included with the notice); and (vD) that dividends on the shares to be redeemed will cease to accrue on such the redemption date or if payment accompanies the notice or, if not, on the date funds are set aside for payment. If less than all of exchangethe shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed.
(ciii) Notice having If notice of redemption of any shares of Series A Preferred Stock has been mailed as aforesaid given and provided that on or before if the redemption date all funds necessary for such redemption shall have been set aside apart by the Corporation, separate and apart from its other funds, in trust Corporation for the pro rata benefit of the holders of the any shares of Series A Preferred Stock so called for redemption so as to be and to continue to be available thereforredemption, then, from and after the redemption datedate funds have been set apart for payment of the Redemption Price, dividends will cease to accrue on the such shares of Exchangeable Series A Preferred Stock, such shares of Series A Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (such shares will terminate, except the right to receive from the Redemption Price therefor. If the Corporation shall so require and the notice of redemption price and any accrued and unpaid dividendsshall so state, whether or not earned or declared) holders of Series A Preferred Stock to be redeemed shall cease. Upon surrendersurrender the certificates representing such Series A Preferred Stock, to the extent that such shares are certificated, at the place designated in such notice and, upon surrender in accordance with said notice of the certificates for any representing shares of Series A Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the Board of Directors Corporation shall so require and the notice shall so state), such shares of Series A Preferred Stock shall be redeemed by the Corporation at the redemption price aforesaidRedemption Price. In case fewer less than all of the shares of Series A Preferred Stock represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares of Series A Preferred Stock without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to . In the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of event that the shares of Exchangeable Series A Preferred Stock to be redeemed are uncertificated, such shares shall be redeemed in trust for accordance with the pro rata benefit notice and no further action on the part of the holders of the such shares shall be required.
(iv) The deposit of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, funds with a bank or trust company for the purpose of redeeming Series A Preferred Stock shall be irrevocable except that:
(having capital A) the Corporation shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any money so deposited in trust, and surplus the holders of not less than $50,000,000any shares redeemed shall have no claim to such interest or other earnings; and
(B) in any balance of monies so deposited by the borough Corporation and unclaimed by the holders of Manhattanthe Series A Preferred Stock entitled thereto at the expiration of two years from the applicable redemption date shall be repaid, City of New Yorktogether with any interest or other earnings thereon, thento the Corporation, upon making and after any such depositrepayment, the holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid entitled to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be so repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption priceRedemption Price without interest or other earnings.
Appears in 3 contracts
Samples: Stock Repurchase Agreement (Barrett Business Services Inc), Stock Repurchase Agreement (Barrett Business Services Inc), Stock Repurchase Agreement (Barrett Business Services Inc)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Senior Preferred StockStock pursuant to Sections 5(a), (b) or (d), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Senior Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Senior Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(cb) Notice In the case of any redemption pursuant to Sections 5(a), (b) or (d) hereof, notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenSection 6(a) hereof, from and after the redemption datedate (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares called for redemption), dividends on the shares of Exchangeable Senior Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredprice) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares share shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(dc) If such In the case of a redemption pursuant to Section 5(c) hereof, notice of such redemption shall have been duly givenbe given by first class mail, postage prepaid, mailed not more than 10 days following the occurrence of the Change of Control and if, not less than 20 days prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of Exchangeable the Corporation; provided that neither the failure to give such notice nor any defect therein shall affect the validity of the giving of notice for the redemption of any share of Senior Preferred Stock to be redeemed in trust for except as to the pro rata benefit holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) that a Change of Control has occurred; (ii) the holders redemption date; (iii) the redemption price; (iv) that such holder may elect to cause the Corporation to redeem all or any of the shares of Exchangeable Senior Preferred Stock held by such holder; (v) the place or places where certificates for such shares are to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor surrendered for payment of the redemption price; and (vi) that dividends on the shares the holder elects to cause the Corporation to redeem will cease to accrue on such redemption date. Upon receipt of such notice, the holder shall, within 20 days of receipt thereof, return such notice to the Corporation indicating the number of shares of Senior Preferred Stock such holder shall elect to cause the Corporation to redeem, if any.
(d) In the case of a redemption pursuant to Section 5(c) hereof, notice having been mailed as provided in Section 6(c) hereof, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares called for redemption), dividends on such shares of Senior Preferred Stock as the holder elects to cause the Corporation to redeem shall cease to accrue, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such share shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Thermadyne Holdings Corp /De), Agreement and Plan of Merger (Thermadyne Holdings Corp /De), Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Senior Preferred StockStock pursuant to Sections 5(a) or (c), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Senior Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Senior Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(b) In the case of any redemption pursuant to Sections 5(a) or (c) Notice hereof, notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenSection 6(a) hereof, from and after the redemption datedate (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares called for redemption), dividends on the shares of Exchangeable Senior Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredprice) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares share shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(dc) If such In the case of a redemption pursuant to Section 5(b) hereof, notice of such redemption shall have been duly givenbe given by first class mail, postage prepaid, mailed not more than 10 days following the occurrence of the Change of Control and if, not less than 20 days prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of Exchangeable the Corporation; provided that neither the failure to give such notice nor any defect therein shall affect the validity of the giving of notice for the redemption of any share of Senior Preferred Stock to be redeemed in trust for except as to the pro rata benefit holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) that a Change of Control has occurred; (ii) the holders redemption date; (iii) the redemption price; (iv) that such holder may elect to cause the Corporation to redeem all or any of the shares of Exchangeable Senior Preferred Stock held by such holder; (v) the place or places where certificates for such shares are to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor surrendered for payment of the redemption price; and (vi) that dividends on the shares the holder elects to cause the Corporation to redeem will cease to accrue on such redemption date. Upon receipt of such notice, the holder shall, within 20 days of receipt thereof, return such notice to the Corporation indicating the number of shares of Senior Preferred Stock such holder shall elect to cause the Corporation to redeem, if any.
(d) In the case of a redemption pursuant to Section 5(b) hereof, notice having been mailed as provided in Section 6(c) hereof, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares called for redemption), dividends on such shares of Senior Preferred Stock as the holder elects to cause the Corporation to redeem shall cease to accrue, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such share shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/), Subscription Agreement (Donaldson Lufkin & Jenrette Inc /Ny/), Agreement and Plan of Merger (Insilco Corp/De/)
Procedure for Redemption. (a) In If the event that fewer than all the outstanding Corporation has elected to redeem any shares of Exchangeable Series A Preferred Stock are pursuant to Paragraph I(6)(a)(i) above or is required to redeem all shares of Series A Preferred Stock into Common Stock pursuant to Paragraph I(6)(b) above, the Corporation shall cause to be redeemed, the number mailed to each holder of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Series A Preferred Stock, at their last addresses as they shall appear upon the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Series A Preferred StockStock register, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 at least 15 days prior to the Redemption Date, a notice stating the date on which such redemption date, to each holder of record of the shares is to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, that no failure effective. Failure to give any such notice nor notice, or any defect therein therein, shall not affect the validity of such a redemption. Any holder of Series A Preferred Stock shall continue to have the proceeding for right to convert such stock in accordance with the provisions of Paragraph I(5) at any time on or prior to the Redemption Date. On or after the Redemption Date, the holders of Series A Preferred Stock which have been redeemed shall surrender their certificates representing such shares to the Corporation at its principal place of business or as otherwise notified, and thereupon the redemption price of any such shares of Exchangeable Preferred Stock to shall be redeemed except as payable to the holder to whom order of the Corporation has failed to give said notice person whose name appears on such certificate or except certificates as to the holder whose notice was defectiveowner thereof and each surrendered certificate shall be canceled. Each such notice From and after the Redemption Date, unless there shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for have been a default in payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchange.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders price upon tender of the shares so called for redemption so as to be and to continue to be available thereforpayment, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (such shares of Series A Preferred Stock, except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice without interest upon surrender of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new their certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly givencertificates, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares shares, and thereafter such shares shall no longer not thereafter be transferable transferred on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect be deemed to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed be outstanding for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption priceany purpose whatsoever.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Mansfield Teddy L), Securities Purchase Agreement (Canisco Resources Inc), Securities Purchase Agreement (SCC Investment I Lp)
Procedure for Redemption. (ai) In the event that fewer Not more than all the outstanding shares of Exchangeable Preferred Stock are 60 and not less then 5 days prior to be redeemedany Optional Redemption Date, the number of shares to be redeemed shall be determined, subject and as soon as practical prior to the provisions of paragraphs 4(bMandatory Redemption Date, written notice (the "Redemption Notice") and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder Holder of record of the shares Shares to be redeemed on the record date fixed for such redemption of the Shares at such holderHolder's address as the same appears on the stock register of the Corporation; provided, however, that no failure to give such notice nor any defect therein Company. The Redemption Notice shall affect state:
(A) the validity Redemption Price;
(B) whether all or less than all of the proceeding for the redemption of any shares of Exchangeable Preferred Stock outstanding Shares are to be redeemed except as to and the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: total number of Shares being redeemed;
(i) the redemption date; (iiC) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares Shares held by such holder are the Holder that the Company intends to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; redeem;
(iiiD) the redemption price; Redemption Date;
(ivE) that the Holder is to surrender to the Company, at the place or places where designated in such Redemption Notice, its certificates for such shares are representing the Shares to be surrendered for payment of the redemption price; and redeemed;
(vF) that dividends on the shares Shares to be redeemed will shall cease to accrue on such redemption date Redemption Date unless the Company defaults in the payment of the Redemption Price; and
(G) the name of any bank or trust company performing the date of exchangeduties referred to in subsection (c)(iv) below.
(cii) Notice having been mailed as aforesaid and provided that on On or before the redemption date all funds necessary for Redemption Date, each Holder of Shares to be redeemed shall surrender the certificate or certificates representing such redemption shall have been set aside by Shares to the Corporation, separate and apart from its other fundsCompany, in trust for the pro rata benefit of manner and at the holders of place designated in the shares so called for redemption so as to be Redemption Notice, and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have Redemption Date the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the full redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by payable in cash to the Corporation at person whose name appears on such certificate or certificates as the redemption price aforesaidowner thereof, and each surrendered certificate shall be returned to authorized but unissued shares. In case fewer the event that less than all of the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereofshares.
(diii) Unless the Company defaults in the payment in full of the Redemption Price, dividends on the Shares called for redemption shall cease to accrue on the Redemption Date, and the Holders of such shares shall cease to have any further rights with respect thereto on the Redemption Date, other than the right to receive the Redemption Price, without interest.
(iv) If a Redemption Notice shall have been duly given or if the Company shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice of notice, and if on or before the Redemption Date specified therein the funds necessary for such redemption shall have been duly given, and if, prior to deposited by the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed Company with such bank or trust company in trust for the pro rata benefit of the holders Holders of the Shares called for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of Exchangeable Preferred Stock such deposit, all shares so called, or to be redeemedso called pursuant to such irrevocable authorization, so as for redemption shall no longer be deemed to be outstanding and all rights with respect of such Shares shall forthwith cease and terminate, except only the right of the Holders thereof to continue to be available therefor, with a receive from such bank or trust company (having capital and surplus at any time after the time of not less than $50,000,000) in such deposit the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificatesfunds so deposited, without interest. The aforesaid bank or trust company shall be organized and in good standing under the laws of the United States of America, and shall have capital, surplus and undivided profits aggregating at least $100,000,000 according to its last published statement of condition, and shall be identified in the Redemption Notice. Any interest accrued on such funds shall be paid to the Company from time to time. Any funds deposited so set aside or deposited, as the case may be, and unclaimed at the end of one year three years from such Redemption Date shall, to the date fixed for redemption shall extent permitted by law, be released or repaid to the Corporation upon its requestCompany, after which repayment the holders Holders of shares the Shares so called for redemption shall look only to the Corporation as a general creditor Company for payment of the redemption pricehereof.
Appears in 3 contracts
Samples: Bond Purchase Agreement (Greenlight Capital LLC), Bond Purchase Agreement (Greenlight Capital LLC), Bond Purchase Agreement (New World Coffee Manhattan Bagel Inc)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall elect to redeem shares of Exchangeable Series A Preferred Stock, notice of such redemption (the REDEMPTION NOTICE) shall be given by international overnight courier or first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption datedate (the REDEMPTION DATE), to each holder Holder of record of the shares to be redeemed at such holderHolder's address as the same appears on the stock register of the Corporation; provided, however, that no failure to give such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice Redemption Notice shall state: (i) the redemption dateRedemption Date (which shall be a date on or after the First Call Date); (ii) the number of shares of Exchangeable Series A Preferred Stock to be redeemed andredeemed, if less than which shall be all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedholder; (iii) the redemption priceRedemption Price; (iv) that on the Redemption Date, the Redemption Price, will become due and payable upon each such share of Series A Preferred Stock to be redeemed and that dividends thereon will cease to accrue on and after said date; (v) (if the Redemption Date is stated to be at any time after 30 days following the First Call Date) the Conversion Ratio, the date on which the right to convert shares of Series A Preferred Stock to be redeemed will terminate and the place or places where such shares of Series A Preferred Stock may be surrendered for conversion; and (vi) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; .
(b) Prior to such Redemption Date, the Corporation, in its capacity acting as its own paying agent, shall segregate and (v) that dividends on hold in trust an amount of consideration sufficient to pay the Redemption Price of all the shares of Series A Preferred Stock that are to be redeemed will cease on the Redemption Date. If the Redemption Date is stated to accrue on be at any time after 30 days following the First Call Date and any share of Series A Preferred Stock called for redemption is converted, any consideration so segregated and held in trust for the redemption of such redemption date or the date share of exchangeSeries A Preferred Stock shall be discharged from such trust.
(c) Redemption Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenaforesaid, from and after the redemption dateRedemption Date, dividends on the shares of Exchangeable Series A Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as 25 stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredRedemption Price) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares share shall be redeemed by the Corporation at the redemption price Redemption Price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Signature Eyewear Inc), Stock Purchase Agreement (Signature Eyewear Inc)
Procedure for Redemption. (a) In the event that fewer any of the Bonds are called for redemption, the Trustee shall give notice, in the name of the Pollution Control Corporation, of the redemption of such Bonds, which notice shall (i) specify the Bonds to be redeemed, the redemption date, the redemption price, and the place or places where amounts due upon such redemption will be payable (which shall be the Principal Office of the Paying Agent or any Co-Paying Agent) and, if less than all of the outstanding shares of Exchangeable Preferred Stock Bonds are to be redeemed, the number numbers of shares the Bonds to be redeemed, and the portion of the principal amount of any Bond to be redeemed in part, (ii) state any condition to such redemption and (iii) state that on the redemption date, and upon the satisfaction of any such condition, the Bonds or portions thereof to be redeemed shall be determined, subject cease to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares bear interest. Such notice may set forth any additional information relating to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, such redemption. Such notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 Mail at least thirty (30) days prior to the date fixed for redemption date, to each holder of record the Owners of the shares Bonds to be redeemed at such holder's address as the same appears on the stock register of the Corporationredeemed; provided, however, that no failure duly to give such notice nor Notice by Mail, or any defect therein therein, shall not affect the validity of the proceeding any proceedings for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except Bonds as to which there shall have been no such failure or defect. If a notice of redemption shall be unconditional, or if the holder to whom the Corporation has failed to give said conditions of a conditional notice or except as redemption shall have been satisfied, then upon presentation and surrender of Bonds so called for redemption at the place or places of payment, such Bonds shall be redeemed. The Trustee shall promptly deliver to the holder whose Company a copy of each such notice was defective. Each of redemption.
(b) With respect to any notice of redemption of Bonds in accordance with subsection (a) or (b) of Section 3.01 hereof, unless, upon the giving of such notice, such Bonds shall be deemed to have been paid within the meaning of Article VIII hereof, such notice shall state: (i) state that such redemption shall be conditional upon the redemption date; (ii) receipt, by the number Trustee at or prior to the opening of shares business on the date fixed for such redemption, of Exchangeable Preferred Stock moneys sufficient to be redeemed andpay the principal of and premium, if less than all the shares held by any, and interest on such holder are Bonds to be redeemed, and that if such moneys shall not have been so received said notice shall be of no force and effect and the number Pollution Control Corporation shall not be required to redeem such Bonds. In the event that such notice of shares of Exchangeable Preferred Stock held by redemption contains such holder to be redeemed; (iii) a condition and such moneys are not so received, the redemption price; (iv) shall not be made and the place or places where certificates for Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangemoneys were not so received.
(c) Notice having been mailed as aforesaid Any Bonds and provided that on or before the redemption date all funds necessary for such redemption shall portions of Bonds which have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called duly selected for redemption shall cease to accruebear interest on the specified redemption date provided that moneys sufficient to pay the principal of, premium, if any, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), interest on such shares Bonds shall be redeemed by on deposit with the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable Trustee on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall so that such Bonds will be repaid deemed to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption pricebe paid in accordance with Article VIII hereof.
Appears in 2 contracts
Samples: Indenture of Trust (Tucson Electric Power Co), Indenture of Trust (Tucson Electric Power Co)
Procedure for Redemption. (a) In the event that fewer any of the Bonds are called for redemption, the Trustee shall give notice, in the name of the Authority, of the redemption of such Bonds, which notice shall (i) specify the Bonds to be redeemed, the redemption date, the redemption price, and the place or places where amounts due upon such redemption will be payable (which shall be the Principal Office of the Paying Agent or any Co-Paying Agent) and, if less than all of the outstanding shares of Exchangeable Preferred Stock Bonds are to be redeemed, the number numbers of shares the Bonds to be redeemed, and the portion of the principal amount of any Bond to be redeemed in part, (ii) state any condition to such redemption and (iii) state that on the redemption date, and upon the satisfaction of any such condition, the Bonds or portions thereof to be redeemed shall be determined, subject cease to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares bear interest. Such notice may set forth any additional information relating to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, such redemption. Such notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 Mail at least thirty (30) days prior to the date fixed for redemption date, to each holder of record the Owners of the shares Bonds to be redeemed at such holder's address as the same appears on the stock register of the Corporationredeemed; provided, however, that no failure duly to give such notice nor Notice by Mail, or any defect therein therein, shall not affect the validity of the proceeding any proceedings for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except Bonds as to which there shall have been no such failure or defect. If a notice of redemption shall be unconditional, or if the holder to whom the Corporation has failed to give said conditions of a conditional notice or except as redemption shall have been satisfied, then upon presentation and surrender of Bonds so called for redemption at the place or places of payment, such Bonds shall be redeemed. The Trustee shall promptly deliver to the holder whose Company a copy of each such notice was defective. Each of redemption.
(b) With respect to any notice of redemption of Bonds in accordance with subsection (a) or (b) of Section 3.01 hereof, unless, upon the giving of such notice, such Bonds shall be deemed to have been paid within the meaning of Article VIII hereof, such notice shall state: (i) state that such redemption shall be conditional upon the redemption date; (ii) receipt, by the number Trustee at or prior to the opening of shares business on the date fixed for such redemption, of Exchangeable Preferred Stock moneys sufficient to be redeemed andpay the principal of and premium, if less than all the shares held by any, and interest on such holder are Bonds to be redeemed, and that if such moneys shall not have been so received said notice shall be of no force and effect and the number Authority shall not be required to redeem such Bonds. In the event that such notice of shares of Exchangeable Preferred Stock held by redemption contains such holder to be redeemed; (iii) a condition and such moneys are not so received, the redemption price; (iv) shall not be made and the place or places where certificates for Trustee shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangemoneys were not so received.
(c) Notice having been mailed as aforesaid Any Bonds and provided that on or before the redemption date all funds necessary for such redemption shall portions of Bonds which have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called duly selected for redemption shall cease to accruebear interest on the specified redemption date provided that moneys sufficient to pay the principal of, premium, if any, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), interest on such shares Bonds shall be redeemed by on deposit with the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable Trustee on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall so that such Bonds will be repaid deemed to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption pricebe paid in accordance with Article VIII hereof.
Appears in 2 contracts
Samples: Indenture of Trust (Tucson Electric Power Co), Indenture of Trust (Tucson Electric Power Co)
Procedure for Redemption. (aA) In the event that fewer Not more than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject sixty (60) and not less than thirty (30) days prior to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in date fixed for any redemption of fewer than all the outstanding shares of Exchangeable Preferred StockSeries A Class 2 Interests, written notice (the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b"Series A Redemption Notice") In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares Series A Class 2 Interests to be redeemed on the record date fixed for such redemption at such holder's address as the same appears on the stock register Members' Interest Register of the CorporationLLC; provided, however, that no failure to give such notice nor any defect deficiency therein shall affect the validity of the proceeding procedure for the redemption of any shares of Exchangeable Preferred Stock Series A Class 2 Interests to be redeemed except as to the holder or holders to whom the Corporation LLC has failed to give said such notice or except as to the holder or holders whose notice was defective. Each such notice The Redemption Notice shall state: :
(iI) the redemption date; Series A Optional Redemption Price;
(iiII) whether all or less than all the outstanding Series A Class 2 Interests are to be redeemed and the total number of Series A Class 2 Interests being redeemed;
(III) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares Series A Class 2 Interests held by such the holder are that LLC intends to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; redeem;
(iiiIV) the date fixed for redemption price; (ivthe "Series A Redemption Date");
(V) that the holder is to surrender to LLC, at the place or places where certificates for which shall be designated in such shares are Series A Redemption Notice, its Certificates representing the Series A Class 2 Interests to be surrendered for payment of the redemption price; and redeemed;
(vVI) that dividends on the shares Series A Class 2 Interests to be redeemed will shall cease to accrue on the day prior to such redemption date Series A Redemption Date unless LLC defaults in the payment of the Series A Optional Redemption Price; and
(VII) the name of any bank or trust company performing the date of exchangeduties referred to in Section 4.05(d)(ii)(E) below.
(cB) On or before the Series A Redemption Date, each holder of Series A Class 2 Interests to be redeemed shall surrender the Certificate or Certificates representing such Series A Class 2 Interests to LLC, in the manner and at the place designated in the Series A Redemption Notice, and on the Series A Redemption Date the full Series A Optional Redemption Price for such Interests shall be payable in cash to the Person whose name appears on such Certificate or Certificates as the owner thereof, and each surrendered Certificate shall be returned to authorized but unissued Interests. In the event that less than all of the Interests represented by any such Certificate are redeemed, a new Certificate shall be issued representing the unredeemed Interests.
(C) Unless LLC defaults in the payment in full of the Series A Optional Redemption Price, dividends on the Series A Class 2 Interests called for redemption shall cease to accumulate on the day prior to the Series A Redemption Date, and the holders of such Interests shall cease to have any further rights with respect thereto on the Series A Redemption Date, other than the right to receive the Series A Optional Redemption Price, without interest.
(D) If a Series A Redemption Notice having shall have been mailed as aforesaid duly given, and provided that if, on or before the redemption date Series A Redemption Date specified therein, all funds necessary for such redemption shall have been set aside by the CorporationLLC, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so Series A Class 2 Interests called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock notwithstanding that any Certificate for Interests so called for redemption shall cease to accruenot have been surrendered for cancellation, and said shares all Interests so called for redemption shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stockoutstanding, and all rights with respect to such Interests shall forthwith on such Series A Redemption Date cease and terminate, except only the right of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the amount payable on redemption price and any accrued and unpaid dividendsthereof, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereofinterest.
(dE) If a Series A Redemption Notice shall have been duly given or if LLC shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice of notice, and if on or before the Series A Redemption Date specified therein the funds necessary for such redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed by LLC with such bank or trust company in trust for the pro rata benefit of the holders of the shares Series A Class 2 Interests called for redemption, then, notwithstanding that any Certificate for Interests so called for redemption shall not have been surrendered for cancellation, from and after the time of Exchangeable Preferred Stock such deposit, all Interests so called, or to be redeemedso called pursuant to such irrevocable authorization, so as for redemption shall no longer be deemed to be outstanding and all rights with respect to continue such Interests shall forthwith cease and terminate, except only the right of the holders thereof to be available therefor, with a receive from such bank or trust company (having capital at any time after the time of such deposit the funds so deposited, without interest, and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders right of the shares of Exchangeable Preferred Stock called for redemption shall cease holders thereof to be stockholders with respect convert such Interests as provided in Section 4.05(f) hereof to such shares and thereafter such shares shall no longer be transferable on including the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to Business Day preceding the date fixed for redemption) upon surrender . The aforesaid bank or trust company shall be organized and in good standing under the laws of their certificatesthe United States of America or of the State of New York, without interestshall be doing business in the Borough of Manhattan, The City of New York or in Washington D.C., shall have capital, surplus and undivided profits aggregating at least $100,000,000 according to its last published statement of condition, and shall be identified in the Series A Redemption Notice. Any interest accrued on such funds shall be paid to LLC from time to time. Any funds deposited so set aside or deposited, as the case may be, in respect of Series A Class 2 Interests that are subsequently converted shall be promptly returned to LLC. Any funds so set aside or deposited, as the case may be, and unclaimed at the end of one year three years from the date fixed for redemption shall be repaid such Series A Redemption Date shall, to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.the
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Iridium LLC), Limited Liability Company Agreement (Iridium World Communications LTD)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) 4.1 In the event the Corporation Company shall elect to redeem shares of Exchangeable Series A Preferred StockStock pursuant to Sections 3 or 5 hereof, notice of such redemption shall be given by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, mail to each record holder of record of the shares to be redeemed redeemed, at such holder's address as the same appears on the stock register books of the Corporation; providedCompany, however, that no failure in either case not less than 30 nor more than 60 days prior to give such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defectivedate. Each such notice shall state: state (i) the time and date as of which the redemption dateshall occur; (ii) the total number of shares of Exchangeable Series A Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemedredeemed (in the case of a redemption pursuant to Section 3), the number of such shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or unless the date Company defaults in the payment of exchangethe redemption price.
(c) Notice having been mailed as aforesaid and provided that on 4.2 On or before any redemption date, each holder of shares of Series A Preferred Stock to be redeemed shall surrender the redemption date all funds necessary for certificate or certificates representing such redemption shall have been set aside by shares of Series A Preferred Stock to the Corporation, separate and apart from its other fundsCompany, in trust for the pro rata benefit manner and at the place designated in the notice of the holders of the shares so called for redemption so as to be redemption, and to continue to be available therefor, then, from and after on the redemption date, dividends the full redemption price, payable in cash, for such shares of Series A Preferred Stock shall be paid or delivered to the person whose name appears on such certificate or certificates as the owner thereof, and the shares of Exchangeable Preferred Stock so called for redemption represented by each surrendered certificate shall cease be returned to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of authorized but unissued shares of Exchangeable Preferred Stock, and all rights preferred stock of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall ceaseno series. Upon surrender, surrender (in accordance with said the notice of redemption) of the certificate or certificates for representing any shares to be so redeemed (properly endorsed or assigned for transfer, if the Board of Directors Company shall so require and the notice of redemption shall so state), such shares shall be redeemed by the Corporation Company at the redemption price aforesaidprice. In case If fewer than all the shares represented by any such certificate are to be redeemed, a new certificate or certificates shall be issued representing the unredeemed shares shares, without cost costs to the holder thereofthereof together with the amount of cash, if any, in lieu of fractional shares.
(d) If such notice 4.3 Unless the Company defaults in the payment in full of redemption shall have been duly given, and if, prior to the redemption dateprice, dividends on the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Series A Preferred Stock called for redemption shall cease to be stockholders accrue on the redemption date, and all rights of the holders of such shares redeemed shall cease to have any further rights with respect to such shares and thereafter such shares shall no longer be transferable thereto on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right , other than to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at .
4.4 In the end event that fewer than all the outstanding shares of one year from Series A Preferred Stock are to be redeemed, the date fixed for redemption shares to be redeemed shall be repaid to determined pro rata, as determined by the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption priceCompany.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series C Preferred Stock are to be redeemed, in the case of Section 6(a), the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by (with any fractional shares being rounded to the Board of Directors, except that nearest whole shares). Notwithstanding anything in any redemption of fewer than all Section 6 to the outstanding shares of Exchangeable Preferred Stockcontrary, the Corporation may first shall only redeem all shares held by any holders of Series C Preferred Stock pursuant to Section 6(a) or 6(b) on a number proportional basis based on the percentage of each series of shares not to exceed 100 as may be specified by the Corporationoutstanding at such time.
(b) In the event the Corporation shall redeem shares of Exchangeable Series C Preferred StockStock pursuant to Section 6(a), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series C Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series C Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporationaforesaid, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenif applicable, from and after the redemption date, dividends on the shares of Exchangeable Series C Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredexcept the right to convert shares so called for redemption prior to the close of business on the date immediately preceding the date fixed for such redemption) shall cease. Upon surrender, surrender in accordance with said notice notice, if applicable, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nextlink Communications Inc / De)
Procedure for Redemption. (ai) In the event that fewer Not more than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject sixty (60) and not less than thirty (30) days prior to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in date fixed for any redemption of fewer than all the outstanding shares of 10% Series A Exchangeable Preferred Stock, written notice (the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b"Redemption Notice") In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder Holder of record of the shares to be redeemed on the record date fixed for such redemption of the 10% Series A Exchangeable Preferred Stock at such holderHolder's address as the same appears on the stock register ledger of the Corporation; Company, provided, however, that no failure to give such notice nor any defect deficiency therein shall affect the validity of the proceeding procedure for the redemption of any shares of 10% Series A Exchangeable Preferred Stock to be redeemed except as to the holder Holder or Holders to whom the Corporation Company has failed to give said such notice or except as to the holder Holder or Holders whose notice was defective. Each such notice The Redemption Notice shall state: :
(ia) whether the redemption is pursuant to Section VI(A)(i) or VI(B) hereof;
(b) the redemption date; Optional Redemption Price or Mandatory Redemption Price, as the case may be;
(iic) whether all or less than all the outstanding shares of the 10% Series A Exchangeable Preferred Stock are to be redeemed and the total number of shares of such 10% Series A Exchangeable Preferred Stock being redeemed;
(d) the number of shares of 10% Series A Exchangeable Preferred Stock held by the Holder that the Company intends to redeem;
(e) the date fixed for redemption (the "Redemption Date");
(f) that the Holder is to surrender to the Company, at the place or places, which shall be designated in such Redemption Notice, its certificates representing the shares of 10% Series A Exchangeable Preferred Stock to be redeemed;
(g) that dividends on the shares of the 10% Series A Exchangeable Preferred Stock to be redeemed shall cease to accumulate on the day of such Redemption Date unless the Company defaults in the payment of the Optional Redemption Price or Mandatory Redemption Price, as the case may be; and
(h) the name of any bank or trust company performing the duties referred to in Section VI(C)(v) below.
(ii) On or before the Redemption Date, if each Holder of 10% Series A Exchangeable Preferred Stock to be redeemed shall surrender the certificate or certificates representing such shares of 10% Series A Exchangeable Preferred Stock to the Company, in the manner and at the place designated in the Redemption Notice, and on the Redemption Date the full Optional Redemption Price or Mandatory Redemption Price, as the case may be, for such shares shall be payable in cash to the Person whose name appears on such certificate or certificates as the owner thereof, and each surrendered certificate shall be returned to authorized but unissued shares in accordance with Section XI. In the event that less than all of the shares held represented by any such holder certificate are to be redeemed, a new certificate shall be issued representing the number unredeemed shares.
(iii) Unless the Company defaults in the payment in full of shares of the applicable redemption price, dividends on the 10% Series A Exchangeable Preferred Stock held by called for redemption shall cease to accumulate on the Redemption Date, and the Holders of such holder shares shall cease to be redeemed; (iii) have any further rights with respect thereto on the redemption price; Redemption Date, other than the right to receive the Optional Redemption Price or Mandatory Redemption Price, as the case may be, without interest.
(iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; If a Redemption Notice shall have been duly given, and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchange.
(c) Notice having been mailed as aforesaid and provided that if, on or before the redemption date Redemption Date specified therein, all funds necessary for such redemption shall have been set aside by the CorporationCompany, separate and apart from its other funds, in trust for the pro rata benefit of the holders Holders of the shares so 10% Series A Exchangeable Preferred Stock called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the notwithstanding that any certificate for shares of Exchangeable Preferred Stock so called for redemption shall cease to accruenot have been surrendered for cancellation, all shares so called for redemption shall no longer be deemed outstanding, and said all rights with respect to such shares shall forthwith on such Redemption Date cease and terminate, except only the right of the Holders thereof to receive the Optional Redemption Price or Mandatory Redemption Price, as the case may be, without interest.
(v) If a Redemption Notice shall have been duly given or if the Company shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice, and if on or before the Redemption Date specified therein the funds necessary for such redemption shall have been deposited by the Company with such bank or trust company in trust for the pro rata benefit of the Holders of the 10% Series A Exchangeable Preferred Stock called for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of such deposit, all shares so called, or to be so called pursuant to such irrevocable authorization, for redemption shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights with respect of such shares shall forthwith cease and terminate, except only the right of the holders Holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital at any time after the time of such deposit the funds so deposited, without interest. The aforesaid bank or trust company shall be organized and surplus in good standing under the laws of not less than $50,000,000) the United States of America or of the State of New York, shall be doing business in the borough Borough of Manhattan, The City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no capital, surplus and undivided profits aggregating at least $100,000,000 according to its last published statement of condition, and shall be identified in the Redemption Notice. Any interest in or claim against the Corporation with respect to accrued on such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid funds shall be paid to the date fixed for redemption) upon surrender of their certificates, without interestCompany from time to time. Any funds deposited so set aside or deposited, as the case may be, and unclaimed at the end of one year three years from such Redemption Date shall, to the date fixed for redemption shall extent permitted by law, be released or repaid to the Corporation upon its requestCompany, after which repayment the holders Holders of the shares so called for redemption shall look only to the Corporation as a general creditor Company for payment of the redemption pricethereof.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer the Trustee shall have received the notice required to be delivered to it under Section 9.01 of the Loan Agreement with respect to the redemption of Bonds, the Trustee shall give notice, in the name of the Issuer, of the redemption of such Bonds, which notice shall (i) specify the Bonds to be redeemed, the redemption date, the redemption price, and the place where amounts due upon such redemption will be payable and, if less than all of the outstanding shares of Exchangeable Preferred Stock Bonds are to be redeemed, the number numbers of shares the Bonds, and the portions thereof, so to be redeemed, (ii) state any condition to such redemption and (iii) state that on the redemption date, and upon the satisfaction of any such condition, the Bonds or portions thereof to be redeemed shall be determined, subject cease to bear interest. Such notice may set forth any additional information relating to such redemption which the Company specifies in the notice delivered by the Company to the provisions of paragraphs 4(b) and 4(d) of this Trustee pursuant to Section 5.4, by the Board of Directors 9.01 of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, Loan Agreement. Such notice of such redemption shall be given by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 mail at least thirty (30) days prior to the date fixed for redemption dateto the Owners of Bonds to be redeemed, to each holder of record of the shares Issuer, to be redeemed at such holder's address the Company and to the Securities Depository and any other organizations registered with the Securities and Exchange Commission as the same appears on the stock register of the Corporationsecurities depositories; provided, however, that no failure to duly give such notice nor notice, or any defect therein therein, shall not affect the validity of the proceeding any proceedings for the redemption of any shares Bonds with respect to which no such failure or defect occurred. If a notice of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchange.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporationbe unconditional, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board conditions of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such conditional notice of redemption shall have been duly givensatisfied, then upon presentation and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price surrender of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, Bonds so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption at the place or places of payment, such Bonds shall cease to be stockholders with redeemed.
(b) With respect to any notice of redemption of Bonds in accordance with subsection (a) of Section 3.01 hereof, unless, upon the giving of such shares and thereafter notice, such shares Bonds shall no longer be transferable on deemed to have been paid within the books meaning of the Corporation and Article VII hereof, such holders notice shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after state that such redemption date) except shall be conditional upon the right to receive payment of receipt by the redemption price (including all dividends (whether Trustee on or not earned or declared) accrued and unpaid prior to the date fixed for redemption) upon surrender -18- Indenture of their certificatesTrust such redemption of moneys sufficient to pay the principal of, without interestand premium, if any, and interest on, such Bonds to be redeemed, and that, if such moneys shall not have been so received, said notice shall be of no force and effect and the Issuer shall not redeem such Bonds. Any funds deposited In the event that such notice of redemption contains such a condition and unclaimed at such moneys are not so received, the end of one year from the date fixed for redemption shall not be repaid to made and the Corporation upon its requestTrustee shall, after within a reasonable time thereafter, give notice, in the manner in which repayment the holders notice of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption pricewas given, that such moneys were not so received.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all any of the outstanding shares of Exchangeable Preferred Stock Bonds are to be redeemedcalled for redemption, the number of shares Trustee shall give notice, or cause the Registrar and Paying Agent to be redeemed shall be determined, subject to give notice in the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors name of the Corporation and Authority, of the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all such Bonds in accordance with the outstanding shares Indenture. Notice of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first mailing a copy of the redemption notice by first-class mail, postage prepaid, and mailed not less than mail at least 30 days nor more than 60 days prior to the date fixed for redemption date, to each holder the registered owners of record of the shares such Bonds to be redeemed at such holder's address as the same appears addresses shown on the stock register of registration books maintained by the CorporationRegistrar and Paying Agent; provided, however, that no failure to give notice to any Holder of a Bond or any defects in such notice nor any defect therein shall not affect the validity of the proceeding proceedings for the redemption of any shares the Bonds for which notice has been given. Mandatory Tender for Purchase Upon a Change in the Interest Rate Mode . Upon a Change in the Interest Rate Mode, the Bonds shall be subject to mandatory tender for purchase in accordance with the Indenture on the effective date of Exchangeable Preferred Stock such Change in the Interest Rate Mode at the Purchase Price. General Provisions Applicable to be redeemed except as Mandatory Tenders for Purchase of Bonds. If interest has been paid on the Bonds, or an amount sufficient to pay interest thereon has been deposited in the holder Bond Fund Account, or an amount sufficient to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Preferred Stock to be redeemed andpay accrued interest thereon, if less than all any, has been set aside in the shares Bond Purchase Fund held by such holder are to under the Bond Purchase Trust Agreement, and the Purchase Price shall be redeemed, available under the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered Bond Purchase Fund for payment of Bonds subject to tender for purchase upon a Change in the redemption price; Interest Rate Mode and (v) that dividends if a registered owner fails to deliver or does not properly deliver such Bonds to the Registrar and Paying Agent on the shares to purchase date therefor, such Bonds shall nevertheless be redeemed will cease to deemed tendered and purchased on the date established for the purchase thereof, no interest shall accrue on such redemption date or the date of exchange.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, Bonds from and after the redemption datedate of purchase and such former registered owners shall have no rights, dividends on benefits or security hereunder as the shares registered owners of Exchangeable Preferred Stock so called for redemption shall cease to accruesuch Bonds, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation Purchase Price of and interest to the redemption price purchase date, if any, on such Bonds upon delivery thereof to the Registrar and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, Paying Agent in accordance with said notice the provisions hereof. The purchaser of any such Bonds remarketed by the Remarketing Agent, or the issuer of any Support Facility, to the extent Bonds are purchased with the proceeds of a draw on, or borrowing or payment under, the Support Facility, shall be treated as the registered owner thereof for all purposes of the certificates Indenture. The payment of Bonds tendered upon the election of the registered owner shall be subject to delivery of such Bonds duly endorsed in blank for transfer or accompanied by an instrument of transfer thereof in form satisfactory to the Registrar and Paying Agent executed in blank for transfer at the applicable Principal Corporate Trust Office of the Registrar and Paying Agent at or prior to 10:00 a.m. (New York City time), on a specified purchase date. The Registrar and Paying Agent may refuse to make payment with respect to any shares so redeemed Bonds tendered for purchase not endorsed in blank or for which an instrument of transfer satisfactory to the Registrar and Paying Agent has not been provided. The Purchase Price of Bonds subject to tender for purchase in an aggregate principal amount of at least one million dollars (properly endorsed $1,000,000) shall be payable in immediately available funds or assigned for transferby wire transfer upon written notice from the registered owner thereof containing the wire transfer address (which shall be in the continental United States) to which such registered owner wishes to have such wire directed, if such written notice is received by the Board Registrar and Paying Agent not less than five days prior to the related purchase date. Registered owners of Directors Auction Rate Bonds subject to mandatory tender for purchase upon a Change in the Interest Rate Mode to or from an Auction Period Rate Period shall so require have no right to retain such Bonds and the notice shall so state), such shares shall be redeemed required to tender such Auction Rate Bonds on the date established for the mandatory tender for purchase thereof. The Bonds may be transferred or exchanged by the Corporation registered owner hereof, in person or by his or her attorney duly authorized in writing, at the redemption price aforesaidapplicable Principal Corporate Trust Office of the Registrar and Paying Agent but only in the manner, subject to limitations and upon payment of the charges, if any, provided in the Indenture and upon the surrender hereof to the Registrar and Paying Agent for cancellation. In case fewer than all the shares represented by any Upon such certificate are redeemedtransfer or exchange, a new certificate Bond or certificates Bonds of authorized denominations and of like aggregate principal amount as the Bond surrendered will be issued in exchange herefor. Transfer of Bonds bearing an Auction Period Rate is subject to the provisions of the Indenture. The Indenture is available for inspection at the office of the Trustee. All terms used herein which are defined in the Indenture and not otherwise defined herein shall have the respective meanings set forth in the Indenture. This Bond shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, governed by and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price construed in accordance with laws of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City State of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Samples: Indenture of Trust (Keyspan Corp)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series A Preferred Stock are to be redeemedredeemed pursuant to Sections 5(a) hereof, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by redeemed PRO RATA (with any fractional shares being rounded to the Board nearest whole share) according to the number of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all whole shares held by any holders each holder of a number of shares not to exceed 100 as may be specified by the CorporationSeries A Preferred Stock.
(b) In the event the Corporation Company shall redeem shares of Exchangeable Series A Preferred StockStock pursuant to Sections 5(a) or (b), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 10 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the CorporationCompany; provided, however, that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series A Preferred Stock to be redeemed redeemed, except as to the holder to whom the Corporation Company has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series A Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice In the case of any redemption pursuant to Sections 5(a) or (b) hereof, notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenSection 6(b) hereof, from and after the redemption datedate (unless default shall be made by the Company in providing money for the payment of the redemption price of the shares called for redemption), dividends on the shares of Exchangeable Series A Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, accrue and all rights of the holders thereof as stockholders shareholders of the Corporation Company (except the right to receive from the Corporation Company the redemption price and any accrued and unpaid dividends, whether or not earned or declaredRedemption Price) shall cease. Upon surrender, in accordance with said notice notice, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Company shall so require and the notice shall so state), such shares shall be redeemed by the Corporation Company at the redemption price aforesaidRedemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Samples: Reorganization Agreement (Pacific Coast Apparel Co Inc)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares Notice of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given (i) faxed and (ii) mailed by first class the Partnership, by certified mail, postage prepaid, and mailed not less than 30 days thirty (30) nor more than 60 days sixty (60) Days prior to the redemption dateRedemption Date (as defined below), addressed to each holder of record of the shares to be redeemed Series D Preferred Partner at such holder's its address as the same it appears on the stock register records of the Corporation; providedPartnership. In addition to any information required by law, however, that no failure to give such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each each such notice shall state: (ia) the redemption date; date (iithe "Redemption Date"), (b) the number Redemption Price, (c) the percentage of shares of Exchangeable the Series D Preferred Stock to be redeemed and, if less than all the shares held by such holder are Equity to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; and (iii) the redemption price; (ivd) the place or places where certificates for such shares are a Certificate of Withdrawal in the form of Exhibit 1 hereto, is to be surrendered delivered in exchange for payment of the Redemption Price. If the Partnership gives a notice of redemption price; and in respect of the Series D Preferred Equity or any portion thereof (vwhich notice shall be irrevocable) that dividends then, by 12:00 noon, New York City time, on the shares to be redeemed will cease to accrue on such redemption date or Redemption Date, the date of exchange.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption Partnership shall have been set aside by the Corporation, separate and apart from its other funds, deposit irrevocably in trust for the pro rata benefit of the holders of Series D Preferred Partner funds sufficient to pay the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding Redemption Price and shall not have give irrevocable instructions and authority to pay such Redemption Price to the status Series D Preferred Partner upon delivery of shares a Certificate of Exchangeable Preferred Stock, and all rights of Withdrawal at the holders thereof as stockholders of place designated in the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for redemption. If any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to of the Corporation upon its requestSeries D Preferred Equity is not a Business Day, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for then payment of the redemption price.Redemption Price shall be made on the next succeeding Business Day (without any interest or any payment in respect of any such delay) except that if such Business Day falls in the next calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the Redemption Date. If payment of the Redemption Price is improperly withheld or refused and not paid by the Partnership, the Series D Return on the portion of the Series D Preferred Equity to be redeemed shall continue to accrue from the Redemption Date to the date of payment, in which case the
Appears in 1 contract
Samples: Second Amendment to the Agreement of Limited Partnership (Taubman Centers Inc)
Procedure for Redemption. In case the Company shall desire to exercise such right of redemption of all or any part of the bonds in accordance with the right so reserved by it, it shall obtain such authorization, approval or consent of any governmental body or bodies at the time having jurisdiction in the premises as may at the time be required, and shall, at least thirty (a30) In days prior to the event that fewer than all date fixed for redemption, mail by certified or registered mail, postage prepaid, to the outstanding shares registered owners of Exchangeable Preferred Stock are the bonds to be redeemed, at their addresses as the number same shall appear, if at all, upon the registry books of shares the Company, a notice to the effect that the Company has elected to redeem all the bonds or a part thereof, as the case may be, on a date therein designated, specifying, in the case of the redemption of less than all series, the series designations of the bonds to be redeemed and, in the case of the redemption of less than all of the outstanding bonds of a series, the distinctive numbers of the bonds to be redeemed, and in every case stating that on such date there will become and be due and payable upon each bond so to be redeemed, at the Corporate Trust Office of the Trustee, the principal thereof, together with the accrued interest to such date, with such premium, if any, as is due and payable on such bond upon such redemption, and that from and after such date interest thereon will cease to accrue. If provision shall be made in respect of any series for any additional condition to the redemption of bonds of such series, compliance shall be made with such provision in case bonds of such series shall be redeemed. In case the Company shall have elected to redeem all of its outstanding bonds or all of the outstanding bonds of any series, it shall in each such instance, at least fifteen (15) business days before the first date upon which the notice of redemption mentioned above is required to be given, notify the Trustee in writing of such election and of the aggregate principal amount of bonds to be redeemed. The Trustee shall notify the Company in writing of the numbers of the bonds to be redeemed in ample time to permit the notice of redemption to be given as herein provided. In case the Company shall have elected to redeem less than all of the outstanding bonds of any series, it shall in each such instance, at least fifteen (15) business days before the first date upon which the notice of redemption mentioned above is required to be given, notify the Trustee in writing of such election and of the aggregate principal amount of bonds of such series to be redeemed, and thereupon the principal amount of the bonds then to be redeemed shall be determined, subject prorated by the Trustee in units of One Thousand Dollars ($1,000) each among the holders of the bonds of such series as nearly as practicable in the proportion that their respective holdings bear to the provisions aggregate principal amount of paragraphs 4(b) and 4(d) bonds of this Section 5.4, by such series outstanding on the Board date of Directors selection. The Trustee shall notify the Company in writing of the Corporation and numbers of the shares bonds to be redeemed in ample time to permit the notice of redemption to be given as herein provided. In case any bond shall be selected by lot or pro rata as may be determined by redeemed in part only, such notice shall specify the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares principal amount thereof to be redeemed and shall state that, at the option of the registered owner, such holder's address as bond may be presented for the notation thereon of the principal amount thereof so to be redeemed, or may be surrendered for redemption, in which case a new bond or bonds of the same appears on series of an aggregate principal amount equal to the stock register unredeemed portion of such bond will be issued in lieu thereof, and the Company shall execute and the Trustee shall authenticate and deliver such new bond or bonds to or upon the written order of the Corporationregistered owner of such bond, at the expense of the Company; provided, howeverPROVIDED, that no failure if such bond is subject to give such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each a written agreement described in Section 1.12, such notice shall state: state (i) that the redemption date; bond need not be so presented and (ii) the number requirements in the written agreement for any future transfer of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchange.
(c) Notice having been mailed as aforesaid and provided that on bond. On or before the redemption date all funds necessary specified in the notice described above, the Company shall deposit with the Trustee an amount of cash sufficient to effect the redemption of the bonds specified in such notice, except that such amount may be reduced to the extent that moneys then held by the Trustee under any of the provisions of this Indenture are available for such redemption shall have been set aside redemption. All moneys deposited by the Corporation, separate and Company with the Trustee or set apart from its other funds, by the Trustee under the provisions of this Indenture for the redemption of bonds shall be held in trust for the pro rata benefit account of the holders respective registered owners of the shares so called for redemption so as bonds to be redeemed and to continue applied in accordance with the provisions of Section 15.03 hereof. On the redemption date designated in such notice, the principal amount of each bond so to be available thereforredeemed, together with the accrued interest thereon to such date, and such premium, if any, as is due and payable on such bond upon such redemption, shall become due and payable; and from and after such date (such notice having been given in accordance with the provisions of this Section 4.02 and such deposit having been made or moneys set apart as described above), then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock notwithstanding that any bonds so called for redemption shall cease not have been surrendered, no further interest shall accrue on any such bond (or on the portion thereof to accruebe redeemed). From and after such date of redemption (such notice having been given in accordance with the provisions of this Section 4.02 and such deposit having been made or moneys set apart as described above), or from and said shares after the date upon which such notice is mailed, if such notice shall state that moneys to effect such redemption have been deposited with or set apart by the Trustee, all such bonds or such portions thereof, as the case may be, insofar as such deposit shall have been made or moneys set apart as described above, shall be deemed to have been paid in full as between the Company and the respective registered owners thereof and shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stockhereunder, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares Company shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder under no further liability in respect thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series D Preferred Stock are to be redeemed, in the case of Section 6(a), the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by (with any fractional shares being rounded to the Board of Directors, except that nearest whole shares). Notwithstanding anything in any redemption of fewer than all Section 6 to the outstanding shares of Exchangeable Preferred Stockcontrary, the Corporation may first shall only redeem all shares held by any holders of Series D Preferred Stock pursuant to Section 6(a) or 6(b) on a number proportional basis based on the percentage of each series of shares not to exceed 100 as may be specified by the Corporationoutstanding at such time.
(b) In the event the Corporation shall redeem shares of Exchangeable Series D Preferred StockStock pursuant to Section 6(a), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series D Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series D Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporationaforesaid, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenif applicable, from and after the redemption date, dividends on the shares of Exchangeable Series D Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredexcept the right to convert shares so called for redemption prior to the close of business on the date immediately preceding the date fixed for such redemption) shall cease. Upon surrender, surrender in accordance with said notice notice, if applicable, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nextlink Communications Inc / De)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Senior Preferred StockStock pursuant to Section 5(a) or (c), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, PROVIDED that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Senior Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of that all shares of Exchangeable Senior Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(b) In the case of any redemption pursuant to Sections 5(a) or (c) Notice ), notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenSection 6(a), from and after the redemption datedate (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares), dividends on the shares of Exchangeable Senior Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredprice) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid.
(c) In the case of a redemption pursuant to Section 5(b), notice of such redemption shall be given by first class mail, postage prepaid, mailed not more than 10 days following the occurrence of the Change of Control and not less than 20 days prior to the Change of Control Redemption Date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation, PROVIDED that neither the failure to give such notice nor any defect therein shall affect the validity of the giving of notice for the redemption of any share of Senior Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) that a Change of Control has occurred; (ii) the Change of Control Redemption Date; (iii) the redemption price; (iv) that such holder may elect to cause the Corporation to redeem all or any of the shares of Senior Preferred Stock held by such holder; (v) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (vi) that dividends on the shares the holder elects to cause the Corporation to redeem will cease to accrue on such redemption date.
(d) In the case of a redemption pursuant to Section 5(b), notice having been mailed as provided in Section 6(c), from and after the Change of Control Redemption Date (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares called for redemption), dividends on such shares of Senior Preferred Stock as the holder elects to cause the Corporation to redeem shall cease to accrue, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such share shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(de) If such In the case of a redemption pursuant to Section 5(d), notice of such redemption shall have been duly givenbe given by first class mail, and ifpostage prepaid, mailed not less than 10 days nor more than 60 days prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of Exchangeable the Corporation, PROVIDED that neither the failure to give such notice nor any defect therein shall affect the validity of the giving of notice for the redemption of any share of Senior Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) that all shares of Senior Preferred Stock are to be redeemed; (iii) the place or places where certificates for such shares of Senior Preferred Stock are to be surrendered for certificates for shares of Exchange Preferred Stock; (iv) that dividends on the shares to be redeemed will cease to accrue on such redemption date and (v) the proposed terms of the Reorganization. If the Reorganization Transaction shall not be consummated in trust the manner disclosed in such notice of redemption, such redemption will be, and will be deemed to be, rescinded in all respects and the Senior Preferred Stock shall remain outstanding in accordance with its terms.
(f) In the case of a redemption pursuant to Section 5(d), notice having been mailed as provided in Section 6(e), from and after the redemption date (unless default shall be made by the Corporation in distributing the required shares of Exchange Preferred Stock in exchange for the pro rata benefit shares of Senior Preferred Stock), dividends on the shares of Senior Preferred Stock shall cease to accrue, and all rights of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so thereof as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment from the Corporation the required shares of Exchange Preferred Stock) shall cease. Upon surrender in accordance with said notice of the redemption price certificates for any shares of Senior Preferred Stock (including all dividends (whether properly endorsed or not earned or declared) accrued assigned for transfer, if the Board of Directors of the Corporation shall so require and unpaid to the date fixed for redemption) upon surrender of their certificatesnotice shall so state), without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption such shares shall be repaid to exchanged by the Corporation upon its request, after which repayment for the holders required shares of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption priceExchange Preferred Stock.
Appears in 1 contract
Samples: Subscription Agreement (World Almanac Education Group Inc)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series D Preferred Stock are to be redeemed, in the case of Section 6(a), the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by (with any fractional shares being rounded to the Board of Directors, except that nearest whole shares). Notwithstanding anything in any redemption of fewer than all Section 6 to the outstanding shares of Exchangeable Preferred Stockcontrary, the Corporation may first shall only redeem all shares held by any holders of Series D Preferred Stock pursuant to Section 6(a) or 6(b) on a number proportional basis based on the percentage of each series of shares not to exceed 100 as may be specified by the Corporationoutstanding at such time.
(b) In the event the Corporation shall redeem shares of Exchangeable Series D Preferred StockStock pursuant to Section 6(a), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's ’s address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series D Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series D Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporationaforesaid, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenif applicable, from and after the redemption date, dividends on the shares of Exchangeable Series D Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredexcept the right to convert shares so called for redemption prior to the close of business on the date immediately preceding the date fixed for such redemption) shall cease. Upon surrender, surrender in accordance with said notice notice, if applicable, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer the Trustee shall have received the notice required to be delivered to it under Section 9.01 of the Loan Agreement with respect to the redemption of Bonds, the Trustee shall give notice, in the name of the Issuer, of the redemption of such Bonds, which notice shall (i) specify the Bonds to be redeemed, the redemption date, the redemption price, and the place where amounts due upon such redemption will be payable and, if less than all of the outstanding shares of Exchangeable Preferred Stock Bonds are to be redeemed, the number numbers of shares the Bonds, and the portions thereof, so to be redeemed, (ii) state any condition to such redemption and (iii) state that on the redemption date, and upon the satisfaction of any such condition, the Bonds or portions thereof to be redeemed shall be determined, subject cease to bear interest. Such notice may set forth any additional information relating to such redemption which the Company specifies in the notice delivered by the Company to the provisions of paragraphs 4(b) and 4(d) of this Trustee pursuant to Section 5.4, by the Board of Directors 9.01 of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, Loan Agreement. Such notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than first‑class mail at least 30 days nor more than 60 days prior to the date fixed for redemption dateto the Owners of Bonds to be redeemed, to each holder of record of the shares Issuer, to be redeemed at such holder's address the Company and to the Securities Depository and any other organizations registered with the Securities and Exchange Commission as the same appears on the stock register of the Corporationsecurities depositories; provided, however, that no failure to duly give such notice nor notice, or any defect therein therein, shall not affect the validity of the proceeding any proceedings for the redemption of any shares Bonds with respect to which no such failure or defect occurred. If a notice of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchange.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporationbe unconditional, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board conditions of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such conditional notice of redemption shall have been duly givensatisfied, then upon presentation and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price surrender of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, Bonds so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption at the place or places of payment, such Bonds shall cease to be stockholders with redeemed.
(b) With respect to any notice of redemption of Bonds in accordance with subsection (a) of Section 3.01 hereof, unless, upon the giving of such shares and thereafter notice, such shares Bonds shall no longer be transferable on deemed to have been paid within the books meaning of the Corporation and Article VII hereof, such holders notice shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after state that such redemption date) except shall be conditional upon the right to receive payment of receipt by the redemption price (including all dividends (whether Trustee on or not earned or declared) accrued and unpaid prior to the date fixed for redemption) upon surrender such redemption of their certificatesmoneys sufficient to pay the principal of, without interestand premium, if any, and interest on, such Bonds to be redeemed, and that, if such moneys shall not have been so received, said notice shall be of no force and effect and the Issuer shall not redeem such Bonds. Any funds deposited In the event that such notice of redemption contains such a condition and unclaimed at such moneys are not so received, the end of one year from the date fixed for redemption shall not be repaid to made and the Corporation upon its requestTrustee shall, after within a reasonable time thereafter, give notice, in the manner in which repayment the holders notice of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption pricewas given, that such moneys were not so received.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all ------------------------ the outstanding shares of Exchangeable Series B Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected determined by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Series B Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 thirty (30) days nor more than 60 sixty (60) days prior to the date of redemption date(the "Redemption Date"), to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, that no failure to give mail such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Series B Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give mail said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption dateRedemption Date; (ii) the number of shares of Exchangeable Series B Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemedredeemed from such holder, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption priceRedemption Price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangeRedemption Date.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenaforesaid, from and after the redemption date, Redemption Date (unless default shall be made by the Corporation in providing money for the payment of the Redemption Price of the shares called for redemption) dividends on the shares of Exchangeable Series B Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of authorized but unissued shares of Exchangeable Preferred Stock, unclassified as to series, and shall not be reissued as shares of Series B Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation with respect to said shares (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredRedemption Price) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price Redemption Price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Unc Inc)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series G Preferred Stock are to be redeemed, in the case of Section 6(a), the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by (with any fractional shares being rounded to the Board of Directors, except that nearest whole shares). Notwithstanding anything in any redemption of fewer than all Section 6 to the outstanding shares of Exchangeable Preferred Stockcontrary, the Corporation may first shall only redeem all shares held by any holders of Series G Preferred Stock pursuant to Section 6(a) or 6(b) on a number proportional basis based on the percentage of each series of shares not to exceed 100 as may be specified by the Corporationoutstanding at such time.
(b) In the event the Corporation shall redeem shares of Exchangeable Series G Preferred StockStock pursuant to Section 6(a), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's ’s address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series G Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series G Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporationaforesaid, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenif applicable, from and after the redemption date, dividends on the shares of Exchangeable Series G Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredexcept the right to convert shares so called for redemption prior to the close of business on the date immediately preceding the date fixed for such redemption) shall cease. Upon surrender, surrender in accordance with said notice notice, if applicable, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series G Preferred Stock are to be redeemed, in the case of Section 6(a), the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by (with any fractional shares being rounded to the Board of Directors, except that nearest whole shares). Notwithstanding anything in any redemption of fewer than all Section 6 to the outstanding shares of Exchangeable Preferred Stockcontrary, the Corporation may first shall only redeem all shares held by any holders of Series G Preferred Stock pursuant to Section 6(a) or 6(b) on a number proportional basis based on the percentage of each series of shares not to exceed 100 as may be specified by the Corporationoutstanding at such time.
(b) In the event the Corporation shall redeem shares of Exchangeable Series G Preferred StockStock pursuant to Section 6(a), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series G Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series G Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporationaforesaid, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenif applicable, from and after the redemption date, dividends on the shares of Exchangeable Series G Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredexcept the right to convert shares so called for redemption prior to the close of business on the date immediately preceding the date fixed for such redemption) shall cease. Upon surrender, surrender in accordance with said notice notice, if applicable, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. When the Trustee shall be required or authorized to redeem Bonds, upon sixty (a60) In days written notice by the event that fewer Authority or the Company (or such shorter period agreeable to the Trustee) the Trustee shall, in accordance with the terms and provisions of the Bonds and of this Indenture, select the Bonds to be redeemed and shall give notice, in the name of the Authority or the Company, as the case may be, of the redemption of Bonds, which notice shall specify the series, CUSIP numbers (if any), maturities of and the interest rate borne by the Bonds to be redeemed, the redemption date and the place or places where amounts due upon such redemption will be payable and, if less than all of the outstanding shares Bonds of Exchangeable Preferred Stock any like series and maturity are to be redeemed, the number letters and numbers or other distinguishing marks of shares such Bonds so to be redeemed, and, in the case of a Bond to be redeemed in part only, such notice shall be determined, subject to also specify the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors portion of the Corporation principal amount thereof to be redeemed. Such notice shall further state that on such date there shall become due and the shares payable upon each Bond to be redeemed shall be selected by lot the Redemption Price thereof, or pro rata as may be determined by the Board Redemption Price of Directors, except that the specified portion of the principal thereof in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders case of a number Bond to be redeemed in part only, together with interest accrued to such date, and that from and after such date, if the aggregate of shares not the amounts then on deposit in the Bond Fund is sufficient to exceed 100 as may pay the Redemption Price together with interest accrued to such date, interest thereon shall cease to accrue and be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, payable. Such notice of such redemption shall be given by the Trustee by mailing a copy of such notice, postage prepaid, by first class mail, postage prepaid, and mailed not less than 30 thirty (30) days nor more than 60 forty-five (45) days prior before such redemption date, to the registered owner of any Bond all or a portion of which is to be redeemed, at his last address, if any, appearing upon the registry books, but such mailing shall not be a condition precedent to such redemption and failure so to mail any such notice shall not affect the validity of any proceedings for the redemption of Bonds. Any notice mailed pursuant to this paragraph will be conclusively presumed to have been given whether or not actually received by the addressee. If, at the time of mailing of notice of any optional redemption, the Company shall not have deposited with the Trustee moneys sufficient to redeem all the Bonds called for redemption, the redemption notice may state that it is conditional on the deposit of the redemption moneys with the Trustee not later than the redemption date, and such notice shall be of no effect unless such moneys are so deposited. If there shall be so called for redemption less than all of a Bond, the Authority shall execute and the Trustee shall authenticate and cause to each holder be delivered, upon the surrender of record such Bond, without charge to the owner thereof, for the unredeemed balance of the shares to be redeemed at such holder's address principal amount of the Bond so surrendered, Bonds of like series, designation, interest rates and maturities in any of the authorized denominations. On the Business Day preceding the redemption date specified in the notice above provided for, the Company or the Authority, as the same appears on case may be, shall, and it hereby covenants that it will, deposit with the stock register Trustee an amount of cash sufficient to effect the redemption of the Corporation; providedBonds specified in such notice, however, except that no failure such amount may be reduced to give such notice nor the extent that moneys then held by the Trustee under any defect therein shall affect the validity of the proceeding provisions of this Indenture are available for such redemption. All moneys deposited by the Authority or the Company with the Trustee or set apart by the Trustee under the provisions of this Indenture for the redemption of any shares Bonds shall be held in trust for the account of Exchangeable Preferred Stock the respective registered owners of the Bonds to be redeemed except as to and applied in accordance with the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defectiveprovisions of Section 13.03 hereof. Each such notice shall state: (i) On the redemption date; (ii) date designated in such notice, the number principal amount of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held by such holder are each Bond so to be redeemed, together with the number of shares of Exchangeable Preferred Stock held by accrued interest thereon to such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for date, and such shares are to be surrendered for payment of the redemption pricepremium, if any, as is due and payable on such Bond upon such redemption, shall become due and payable; and from and after such date (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchange.
(c) Notice notice having been mailed given in accordance with the provisions of this Section 6.04 and such deposit having been made or moneys set apart as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available thereforaforesaid), then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock notwithstanding that any Bonds so called for redemption shall cease not have been surrendered, no further interest shall accrue on any such Bond (or on the portion thereof so to accruebe redeemed). From and after such date of redemption (such notice having been given in accordance with the provisions of this Section 6.04 and such deposit having been made or moneys set apart as aforesaid), or from and said shares after the date upon which such notice is mailed, if such notice shall state that moneys to effect such redemption have been deposited with or set apart by the Trustee, all such Bonds or such portions thereof, as the case may be, insofar as such deposit shall have been made or moneys set apart as aforesaid, shall be deemed to have been paid in full as between the Authority or the Company and the respective Bondholders and shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred StockOutstanding hereunder, and the Authority or the Company shall be under no further liability in respect thereof. The Trustee agrees to provide timely notice to the Authority that some or all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall Bonds have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption pricepaid.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series B Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected determined by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Series B Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 thirty (30) days nor more than 60 sixty (60) days prior to the date of redemption date(the "Redemption Date"), to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, that no failure to give mail such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Series B Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give mail said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption dateRedemption Date; (ii) the number of shares of Exchangeable Series B Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemedredeemed from such holder, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption priceRedemption Price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangeRedemption Date.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Unc Inc)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Senior Preferred StockStock pursuant to Section 5(a) or (c), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Senior Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Senior Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(b) In the case of any redemption pursuant to Section 5(a) or (c) Notice hereof, notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenSection 6(a) hereof, from and after the redemption datedate (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares called for redemption), dividends on the shares of Exchangeable Senior Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredprice) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(dc) If such In the case of a redemption pursuant to Section 5(b) hereof, notice of such redemption shall have been duly givenbe given by first class mail, postage prepaid, mailed not more than 20 days prior to the occurrence of the Change of Control and if, not less than 5 days prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of Exchangeable the Corporation, provided that neither the failure to give such notice nor any defect therein shall affect the validity of the giving of notice for the redemption of any share of Senior Preferred Stock to be redeemed in trust for except as to the pro rata benefit holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) that a Change of Control has occurred; (ii) the holders redemption date; (iii) the redemption price; (iv) that such holder may elect to cause the Corporation to redeem all or any of the shares of Exchangeable Senior Preferred Stock held by such holder; (v) the place or places where certificates for such shares are to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor surrendered for payment of the redemption price; and (vi) that dividends on the shares the holder elects to cause the Corporation to redeem will cease to accrue on such redemption date. Upon receipt of such notice, the holder shall, within 20 days of receipt thereof, return such notice to the Corporation indicating the number of shares of Senior Preferred Stock such holder shall elect to cause the Corporation to redeem, if any.
(d) In the case of a redemption pursuant to Section 5(b) hereof, notice having been mailed as provided in Section 6(c) hereof, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares called for redemption), dividends on such shares of Senior Preferred Stock as the holder elects to cause the Corporation to redeem shall cease to accrue, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such share shall be redeemed by the Corporation at the redemption price aforesaid.
Appears in 1 contract
Samples: Preferred Stock and Warrant Subscription Agreement (Manufacturers Services LTD)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable PIK Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable PIK Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number amount of shares of Exchangeable PIK Preferred Stock to be that are being redeemed and, if less than all the shares held by such holder are to be redeemedredeemed from such holder, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date date. In the event that fewer than all the outstanding shares of PIK Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the date Board of exchangeDirectors, except that in, any redemption of fewer than all the outstanding shares of PIK Preferred Stock, the Corporation may redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(cb) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenaforesaid, from and after the redemption datedate (provided that on or prior to the redemption date the Corporation shall have irrevocably deposited funds for such redemption in trust for the holders of PIK Preferred Stock), dividends on the shares of Exchangeable PIK Preferred Stock so called for redemption shall cease to accrue, and said such shares shall no longer be deemed to be outstanding and shall not have the status of authorized but unissued shares of Exchangeable Preferred Stock, unclassified as to series, and shall not be reissued as shares of PIK Preferred Stock unless reissued as a stock dividend on shares of PIK Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredprice) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares share shall be redeemed by the Corporation at the redemption price aforesaidprice. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series H Preferred Stock are to be redeemed, in the case of Section 6(a), the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by (with any fractional shares being rounded to the Board of Directors, except that nearest whole shares). Notwithstanding anything in any redemption of fewer than all Section 6 to the outstanding shares of Exchangeable Preferred Stockcontrary, the Corporation may first shall only redeem all shares held by any holders of Series H Preferred Stock pursuant to Section 6(a) or 6(b) on a number proportional basis based on the percentage of each series of shares not to exceed 100 as may be specified by the Corporationoutstanding at such time.
(b) In the event the Corporation shall redeem shares of Exchangeable Series H Preferred StockStock pursuant to Section 6(a), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's ’s address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series H Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series H Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporationaforesaid, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenif applicable, from and after the redemption date, dividends on the shares of Exchangeable Series H Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredexcept the right to convert shares so called for redemption prior to the close of business on the date immediately preceding the date fixed for such redemption) shall cease. Upon surrender, surrender in accordance with said notice notice, if applicable, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (a) 6.1 In the event that fewer than all the outstanding shares of Exchangeable Cumulative Preferred Stock are to be redeemedredeemed at any time pursuant to Section 5, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than among all the Holders from all outstanding shares of Exchangeable Cumulative Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) 6.2 In the event that the Corporation Issuer shall redeem shares of Exchangeable Cumulative Preferred StockStock pursuant to paragraph 5.2 hereof, the redemption date shall not be later than the date of the Mandatory Redemption Date.
6.3 In the event that the Issuer shall redeem shares of Cumulative Preferred Stock pursuant to Section 5 hereof, notice of such redemption shall be given mailed by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, in the case of a redemption pursuant to each holder paragraph 5.1, and otherwise not less than 30 days prior to the redemption date to the holders of record of all shares at their respective addresses as they shall appear in the shares to be redeemed at such holder's address as the same appears on the stock register records of the CorporationIssuer; provided, however, that no failure to give such notice nor or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares of Exchangeable Preferred Stock so to be redeemed except as to the holder any Holder to whom the Corporation Issuer has failed to give said such notice or except as to the holder whose any Holder to whom notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Cumulative Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date date. Failure by the Issuer to give any of the notices prescribed by this paragraph 6.3, or the date formal insufficiency of exchange.
(c) Notice having been mailed as aforesaid and provided that on or before any such notice, shall not prejudice the redemption date all funds necessary for right of any Holder to cause the Issuer to redeem any such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Cumulative Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed held by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereofit.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series H Preferred Stock are to be redeemed, in the case of Section 6(a), the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by (with any fractional shares being rounded to the Board of Directors, except that nearest whole shares). Notwithstanding anything in any redemption of fewer than all Section 6 to the outstanding shares of Exchangeable Preferred Stockcontrary, the Corporation may first shall only redeem all shares held by any holders of Series H Preferred Stock pursuant to Section 6(a) or 6(b) on a number proportional basis based on the percentage of each series of shares not to exceed 100 as may be specified by the Corporationoutstanding at such time.
(b) In the event the Corporation shall redeem shares of Exchangeable Series H Preferred StockStock pursuant to Section 6(a), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series H Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series H Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporationaforesaid, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenif applicable, from and after the redemption date, dividends on the shares of Exchangeable Series H Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredexcept the right to convert shares so called for redemption prior to the close of business on the date immediately preceding the date fixed for such redemption) shall cease. Upon surrender, surrender in accordance with said notice notice, if applicable, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation Company shall redeem shares of Exchangeable Senior Convertible Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 thirty (30) days nor more than 60 sixty (60) days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the CorporationCompany; provided, however, that no failure to give mail such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Senior Convertible Preferred Stock to be redeemed except as to the holder to whom the Corporation Company has failed to give mail said notice or except as to the holder whose notice was defective. Each such notice shall state: (ia) the redemption date; (iib) the number of shares of Exchangeable Senior Convertible Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemedredeemed from such holder, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iiic) the redemption price; (ivd) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (ve) that dividends on the shares to be redeemed will cease to accrue on such redemption date or unless the date of exchangeCompany defaults in making such payment.
(cb) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenaforesaid, from and after the redemption date, date (unless the Company shall fail to provide money for the payment of the redemption price of the shares called for redemption) dividends on the shares of Exchangeable Senior Convertible Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stockoutstanding, and all rights of the holders thereof as stockholders of the Corporation Company (except the right to receive from the Corporation Company the redemption price and an amount equal to any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation Company at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(dc) If such notice Notice having been mailed as aforesaid, each holder of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price record of the shares of Exchangeable Senior Convertible Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares until five (including dividends thereon accrued after such redemption date5) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid business days prior to the date fixed of redemption to exercise their conversion rights as provided for redemption) upon surrender of their certificatesin Section VI herein, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption or such rights shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption priceexpire.
Appears in 1 contract
Samples: Stock Purchase Agreement (Amre Inc)
Procedure for Redemption. (ai) In the event that fewer Not more than all the outstanding shares of Exchangeable Preferred Stock are 60 and not less ------------------------ then 5 days prior to be redeemedany Optional Redemption Date, the number of shares to be redeemed shall be determined, subject and as soon as practical prior to the provisions of paragraphs 4(bMandatory Redemption Date, written notice (the "Redemption Notice") and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder Holder of record of the shares Shares to be redeemed on the record date fixed for such redemption of the Shares at such holderHolder's address as the same appears on the stock register of the Corporation; provided, however, that no failure to give such notice nor any defect therein Company. The Redemption Notice shall affect state:
(A) the validity Redemption Price;
(B) whether all or less than all of the proceeding for the redemption of any shares of Exchangeable Preferred Stock outstanding Shares are to be redeemed except as to and the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: total number of Shares being redeemed;
(i) the redemption date; (iiC) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares Shares held by such holder are the Holder that the Company intends to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; redeem;
(iiiD) the redemption price; Redemption Date;
(ivE) that the Holder is to surrender to the Company, at the place or places where designated in such Redemption Notice, its certificates for such shares are representing the Shares to be surrendered for payment of the redemption price; and redeemed;
(vF) that dividends on the shares Shares to be redeemed will shall cease to accrue on such redemption date Redemption Date unless the Company defaults in the payment of the Redemption Price; and
(G) the name of any bank or trust company performing the date of exchangeduties referred to in subsection (c)(iv) below.
(cii) Notice having been mailed as aforesaid and provided that on On or before the redemption date all funds necessary for Redemption Date, each Holder of Shares to be redeemed shall surrender the certificate or certificates representing such redemption shall have been set aside by Shares to the Corporation, separate and apart from its other fundsCompany, in trust for the pro rata benefit of manner and at the holders of place designated in the shares so called for redemption so as to be Redemption Notice, and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have Redemption Date the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the full redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by payable in cash to the Corporation at person whose name appears on such certificate or certificates as the redemption price aforesaidowner thereof, and each surrendered certificate shall be returned to authorized but unissued shares. In case fewer the event that less than all of the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereofshares.
(diii) Unless the Company defaults in the payment in full of the Redemption Price, dividends on the Shares called for redemption shall cease to accrue on the Redemption Date, and the Holders of such shares shall cease to have any further rights with respect thereto on the Redemption Date, other than the right to receive the Redemption Price, without interest.
(iv) If a Redemption Notice shall have been duly given or if the Company shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice of notice, and if on or before the Redemption Date specified therein the funds necessary for such redemption shall have been duly given, and if, prior to deposited by the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed Company with such bank or trust company in trust for the pro rata benefit of the holders Holders of the Shares called for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of Exchangeable Preferred Stock such deposit, all shares so called, or to be redeemedso called pursuant to such irrevocable authorization, so as for redemption shall no longer be deemed to be outstanding and all rights with respect of such Shares shall forthwith cease and terminate, except only the right of the Holders thereof to continue to be available therefor, with a receive from such bank or trust company (having capital and surplus at any time after the time of not less than $50,000,000) in such deposit the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificatesfunds so deposited, without interest. The aforesaid bank or trust company shall be organized and in good standing under the laws of the United States of America, and shall have capital, surplus and undivided profits aggregating at least $100,000,000 according to its last published statement of condition, and shall be identified in the Redemption Notice. Any interest accrued on such funds shall be paid to the Company from time to time. Any funds deposited so set aside or deposited, as the case may be, and unclaimed at the end of one year three years from such Redemption Date shall, to the date fixed for redemption shall extent permitted by law, be released or repaid to the Corporation upon its requestCompany, after which repayment the holders Holders of shares the Shares so called for redemption shall look only to the Corporation as a general creditor Company for payment hereof.
(v) If the Redemption Price will be paid by the issuance of Notes as required by 1.3 (b)(ii) above, the Company will issue to each Holder of Shares that has surrendered the certificate or certificates representing such Shares, a Note in the principal amount of the redemption priceaggregate Redemption Price payable to such Holder, including the increases in the Redemption Price required by Section 1.3(b)(ii) above, and payable to the Holder as such Holder's name appears on the stock register of the Company. The Company will, within 5 days following the 90/th/ day following the Mandatory Redemption Date, send notice to each Holder that has not surrendered the certificate or certificates representing its Shares stating that the Redemption Price is to be paid by the issuance of Notes and confirming the location at which such certificates are to be surrendered. Such notice shall be sent in the same manner as was required for the Redemption Notice. Thereafter, not later than five days following any surrender by a Holder of certificates representing Shares, the Company will issue to such Holder a Note in the amount specified above.
Appears in 1 contract
Samples: Series D Preferred Stock and Warrant Purchase Agreement (Bet Associates Lp)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series C Preferred Stock are to be redeemed, in the case of Section 6(a), the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by (with any fractional shares being rounded to the Board of Directors, except that nearest whole shares). Notwithstanding anything in any redemption of fewer than all Section 6 to the outstanding shares of Exchangeable Preferred Stockcontrary, the Corporation may first shall only redeem all shares held by any holders of Series C Preferred Stock pursuant to Section 6(a) or 6(b) on a number proportional basis based on the percentage of each series of shares not to exceed 100 as may be specified by the Corporationoutstanding at such time.
(b) In the event the Corporation shall redeem shares of Exchangeable Series C Preferred StockStock pursuant to Section 6(a), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's ’s address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series C Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series C Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporationaforesaid, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenif applicable, from and after the redemption date, dividends on the shares of Exchangeable Series C Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredexcept the right to convert shares so called for redemption prior to the close of business on the date immediately preceding the date fixed for such redemption) shall cease. Upon surrender, surrender in accordance with said notice notice, if applicable, of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer any of the Bonds are called for redemption, the Trustee shall give notice, in the name of the Issuer, of the redemption of such Bonds, which notice shall (i) specify the Bonds to be redeemed, the redemption date, the redemption price, and the place or places where amounts due upon such redemption will be payable (which shall be the corporate trust office of the Trustee) and, if less than all of the outstanding shares of Exchangeable Preferred Stock Bonds are to be redeemed, the number numbers of shares the Bonds, and the portions of the Bonds, so to be redeemed, (ii) state any condition to such redemption, and (iii) state that on the redemption date, and upon the satisfaction of any such condition, the Bonds to be redeemed shall cease to-bear interest. CUSIP number identification shall accompany all redemption notices. Such notice may set forth any additional information relating to such redemption. Such notice shall be determinedgiven by registered or certified mail at least 30 days (or, subject in the case of acceleration of the Bonds pursuant to Section 1102, seven days) but not more than 60 days prior to the provisions date fixed for redemption to each Registered Owner of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares Bonds to be redeemed shall be selected by lot or pro rata as may be determined at its address shown on the registration books kept by the Board TrUstee provided, however, that failure to give such notice to any Bondholder or any defect in such notice shall not affect the validity of Directors, except that in any the proceedings for the redemption of fewer than any of the other Bonds. Except at any time during which all of the outstanding shares Bonds are registered in the name of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred StockCede & Co., notice of such redemption also shall be given sent by first class registered mail, overnight delivery service or other similar means, postage prepaid, to the municipal registered securities depositories named below which are known to the Trustee to be holding Bonds and mailed not less than to at least two of the national information services named below that disseminate securities redemption notices, when possible, at least five days prior to the mailing of notices required by the first paragraph above, but in any event at least 30 days nor (or, in the case of acceleration of the Bonds pursuant to Section 1102, seven days) and not more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither failure to give receive such notice nor any defect therein in any-notice so mailed shall affect the validity sufficiency of the proceeding proceedings for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice such Bonds. Securities depositories include The Depository Trust Company, 700 Xxxxxxx Xxxxxx, Garden City, New York 11530, Fax- (000) 000-0000 or except as to the holder whose notice was defective. Each such notice shall state4190; Midwest Securities Trust Company, Capital structures-Call Notification, 400 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Fax-(312) 600-0000; Pacific Securities Depository Trust Company, Pacific and Company, P.X. Xxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Fax-(415) 300-0000; Philadelphia Depository Trust Company, Reorganization Division, 1000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: (iBond Department, Fax-(215) the redemption date; (ii) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchange.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender400-0000 or, in accordance with said notice the then current guidelines of the certificates for any shares so redeemed (properly endorsed Securities and Exchange Commission, to such other addresses and/or such other securities depositories or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing other depositories as the unredeemed shares without cost Issuer may designate in writing to the holder thereofTrustee. Information services include Financial Information, Inc. "Daily Called Bond Service", 30 Mxxxxxxxxx Street, 10xx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000, Attention: Editor; Kxxxx Information Services, "Called Bond Service", 60 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000; Mxxxx'x Investors Service "Municipal and Government", 90 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Municipal News Reports; Standard and Poor's Corporation "Called Bond Record", 20 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or, in accordance with then current guideline of the Securities and Exchange Commission, to such other addresses and/or such other services providing information with respect to called bonds, or any other such services as the Issuer may designate in writing to the Trustee.
(db) If such notice Any Bonds and portions of redemption shall Bonds which have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called selected for redemption and which are paid in accordance with Section 510 shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable bear interest on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such specified redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Samples: Loan and Trust Agreement (Lasalle Hotel Properties)
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) 4.1 In the event the Corporation Company shall elect to redeem shares of Exchangeable Series A Preferred StockStock pursuant to Sections 3 or 5 hereof, notice of such redemption shall be given by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, mail to each record holder of record of the shares to be redeemed redeemed, at such holder's address as the same appears on the stock register books of the Corporation; providedCompany, however, that no failure in either case not less than 30 nor more than 60 days prior to give the redemption date. Each such notice nor shall state (i) the time and date as of
4.2 On or before any defect therein shall affect the validity redemption date, each holder of the proceeding for the redemption of any shares of Exchangeable Series A Preferred Stock to be redeemed except as to shall surrender the holder to whom the Corporation has failed to give said notice certificate or except as to the holder whose notice was defective. Each certificates representing such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series A Preferred Stock to be redeemed andthe Company, if less than all in the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) manner and at the place or places where certificates for such shares are to be surrendered for payment designated in the notice of the redemption price; redemption, and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchange.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends the full redemption price, payable in cash, for such shares of Series A Preferred Stock shall be paid or delivered to the person whose name appears on such certificate or certificates as the owner thereof, and the shares of Exchangeable Preferred Stock so called for redemption represented by each surrendered certificate shall cease be returned to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of authorized but unissued shares of Exchangeable Preferred Stock, and all rights preferred stock of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall ceaseno series. Upon surrender, surrender (in accordance with said the notice of redemption) of the certificate or certificates for representing any shares to be so redeemed (properly endorsed or assigned for transfer, if the Board of Directors Company shall so require and the notice of redemption shall so state), such shares shall be redeemed by the Corporation Company at the redemption price aforesaidprice. In case If fewer than all the shares represented by any such certificate are to be redeemed, a new certificate or certificates shall be issued representing the unredeemed shares shares, without cost costs to the holder thereofthereof together with the amount of cash, if any, in lieu of fractional shares.
(d) If such notice 4.3 Unless the Company defaults in the payment in full of redemption shall have been duly given, and if, prior to the redemption dateprice, dividends on the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Series A Preferred Stock called for redemption shall cease to be stockholders accrue on the redemption date, and all rights of the holders of such shares redeemed shall cease to have any further rights with respect to such shares and thereafter such shares shall no longer be transferable thereto on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right , other than to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at .
4.4 In the end event that fewer than all the outstanding shares of one year from Series A Preferred Stock are to be redeemed, the date fixed for redemption shares to be redeemed shall be repaid to determined pro rata, as determined by the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption priceCompany.
Appears in 1 contract
Procedure for Redemption. (ai) In the event that fewer Not more than all the outstanding shares of Exchangeable Preferred Stock are 60 and not less then 5 days prior to be redeemedany Optional Redemption Date, the number of shares to be redeemed shall be determined, subject and as soon as practical prior to the provisions of paragraphs 4(bMandatory Redemption Date, written notice (the "Redemption Notice") and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder Holder of record of the shares Shares to be redeemed on the record date fixed for such redemption of the Shares at such holderHolder's address as the same appears on the stock register of the Corporation; provided, however, that no failure to give such notice nor any defect therein Company. The Redemption Notice shall affect state:
(A) the validity Redemption Price;
(B) whether all or less than all of the proceeding for the redemption of any shares of Exchangeable Preferred Stock outstanding Shares are to be redeemed except as to and the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: total number of Shares being redeemed;
(i) the redemption date; (iiC) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares Shares held by such holder are the Holder that the Company intends to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; redeem;
(iiiD) the redemption price; Redemption Date;
(ivE) that the Holder is to surrender to the Company, at the place or places where designated in such Redemption Notice, its certificates for such shares are representing the Shares to be surrendered for payment of the redemption price; and redeemed;
(vF) that dividends on the shares Shares to be redeemed will shall cease to accrue on such redemption date Redemption Date unless the Company defaults in the payment of the Redemption Price; and
(G) the name of any bank or trust company performing the date of exchangeduties referred to in subsection (c)(iv) below.
(cii) Notice having been mailed as aforesaid and provided that on On or before the redemption date all funds necessary for Redemption Date, each Holder of Shares to be redeemed shall surrender the certificate or certificates representing such redemption shall have been set aside by Shares to the Corporation, separate and apart from its other fundsCompany, in trust for the pro rata benefit of manner and at the holders of place designated in the shares so called for redemption so as to be Redemption Notice, and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have Redemption Date the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the full redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by payable in cash to the Corporation at person whose name appears on such certificate or certificates as the redemption price aforesaidowner thereof, and each surrendered certificate shall be returned to authorized but unissued shares. In case fewer the event that less than all of the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereofshares.
(diii) Unless the Company defaults in the payment in full of the Redemption Price, dividends on the Shares called for redemption shall cease to accrue on the Redemption Date, and the Holders of such shares shall cease to have any further rights with respect thereto on the Redemption Date, other than the right to receive the Redemption Price, without interest.
(iv) If a Redemption Notice shall have been duly given or if the Company shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice of notice, and if on or before the Redemption Date specified therein the funds necessary for such redemption shall have been duly given, and if, prior to deposited by the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed Company with such bank or trust company in trust for the pro rata benefit of the holders Holders of the Shares called for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of Exchangeable Preferred Stock such deposit, all shares so called, or to be redeemedso called pursuant to such irrevocable authorization, so as for redemption shall no longer be deemed to be outstanding and all rights with respect of such Shares shall forthwith cease and terminate, except only the right of the Holders thereof to continue to be available therefor, with a receive from such bank or trust company (having capital and surplus at any time after the time of not less than $50,000,000) in such deposit the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificatesfunds so deposited, without interest. The aforesaid bank or trust company shall be organized and in good standing under the laws of the United States of America, and shall have capital, surplus and undivided profits aggregating at least $100,000,000 according to its last published statement of condition, and shall be identified in the Redemption Notice. Any interest accrued on such funds shall be paid to the Company from time to time. Any funds deposited so set aside or deposited, as the case may be, and unclaimed at the end of one year three years from such Redemption Date shall, to the date fixed for redemption shall extent permitted by law, be released or repaid to the Corporation upon its requestCompany, after which repayment the holders Holders of shares the Shares so called for redemption shall look only to the Corporation as a general creditor Company for payment hereof.
(v) If the Redemption Price will be paid by the issuance of Notes as required by 1.3 (b)(ii) above, the Company will issue to each Holder of Shares that has surrendered the certificate or certificates representing such Shares, a Note in the principal amount of the redemption priceaggregate Redemption Price payable to such Holder, including the increases in the Redemption Price required by Section 1.3(b)(ii) above, and payable to the Holder as such Holder's name appears on the stock register of the Company. The Company will, within 5 days following the 90th day following the Mandatory Redemption Date, send notice to each Holder that has not surrendered the certificate or certificates representing its Shares stating that the Redemption Price is to be paid by the issuance of Notes and confirming the location at which such certificates are to be surrendered. Such notice shall be sent in the same manner as was required for the Redemption Notice. Thereafter, not later than five days following any surrender by a Holder of certificates representing Shares, the Company will issue to such Holder a Note in the amount specified above.
Appears in 1 contract
Samples: Series D Preferred Stock and Warrant Purchase Agreement (New World Coffee Manhattan Bagel Inc)
Procedure for Redemption. (a1) In On or before the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are Redemption Date specified in a Redemption Notice, MDC shall pay or cause to be redeemedpaid to the Trustee funds sufficient to permit the Trustee to make any payment to be made to Holders in cash in respect of the Redemption Right, including payments in respect of accrued but unpaid interest, and deliver to the Trustee a confirmation by CDS that the Holder of the Exchangeable Securities being redeemed has been registered as a holder of that number of Units to which they are entitled pursuant to the Redemption Notice. MDC may, in lieu of delivering such confirmation by CDS to the Trustee for this purpose, direct the Trustee to apply some or all of the Pledged Eligible Securities to the satisfaction of MDC's obligations hereunder. Such direction by MDC shall be in writing and shall identify those Pledged Eligible Securities to be applied.
(2) Subject to Section 4.10 and to receipt by the Trustee of the Exchangeable Securities of the Holder, and provided no Exchange Date with respect to such Exchangeable Securities has occurred on or before the Redemption Date, the number Trustee shall deliver to each Holder, for each Exchangeable Security then outstanding, a cheque in respect of shares any cash payment to be redeemed made to such Holder, including payment in respect of accrued but unpaid interest, if any, in accordance with Section 6.1(2) and, in respect of any part of the consideration to be delivered to Holders in the form of Units, confirmation of ownership of Units. All taxes shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot deducted or pro rata withheld as may be determined required by law. At the option of MDC, any payment made pursuant to this subsection 6.3(2) may be paid by electronic funds transmission to an account maintained by the Board of Directors, except that payee located in any redemption of fewer than all Canada if electronic funds transmission instructions which MDC deems to be appropriate have been received from the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified Holder in writing by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed Trustee not less than 30 days nor more than 60 15 days prior to the redemption date, to each holder date of record such payment.
(3) Upon the registration of the shares to be redeemed at such holder's address as Beneficial Holder in respect of whose Exchangeable Securities the same appears Redemption Right has been exercised on the stock register of the Corporation; providedCDS Participant as the beneficial owner of Units and delivery by CDS of confirmation of ownership of such Units, however, that no failure the relevant Beneficial Holder shall be deemed to give such notice nor any defect therein shall affect have acquired the validity of the proceeding for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held Units evidenced by such holder are to be redeemed, registration effective immediately after the number close of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends business on the shares Redemption Date and to be redeemed will cease have become entitled to accrue on such redemption date all substitutions therefor, all income earned thereon or accretions thereto and all dividends or distributions thereon the date of exchange.
(c) Notice having been mailed as aforesaid and provided that record or effective dates for which occurred on or before after the redemption date all funds necessary for such redemption Redemption Date and the Trustee shall have been set aside by hold the Corporation, separate and apart from its other funds, same in trust for the pro rata benefit of the holders of the shares so called for redemption so as Beneficial Holder to be paid over to the Beneficial Holder as soon as practicable, provided that all applicable withholding taxes shall be withheld.
(4) All Exchangeable Securities in respect of which the Redemption Right shall have been exercised and to continue to the deliveries contemplated by Subsection 6.3(2) shall have been made, shall be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding acquired by MDC and shall not have be cancelled by the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, Trustee in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require Article 11 and the notice Trustee shall so state), such shares shall be redeemed amend the register maintained by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost it pursuant to the holder thereofSubsection 4.1(1) accordingly.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Samples: Trust Indenture (MDC Partners Inc)
Procedure for Redemption. (ai) In the event that fewer of a redemption of less than all of the outstanding Series B Preferred Stock, the shares of Exchangeable Preferred Stock are so redeemed will be determined by the Corporation pro rata according to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporationeach Holder.
(bii) In the event the The Corporation shall redeem shares of Exchangeable Preferred Stock, send a written notice of such redemption shall be given (the "Redemption Notice") by first first-class mail, postage prepaid, and mailed not less fewer than 30 3 days nor more than 60 30 days prior to the redemption date, applicable Redemption Date to each holder of record Holder as of the shares to be redeemed record date fixed for such redemption of Series B Preferred Stock at such holderHolder's address as the same appears on the stock register books of the Corporation; provided, however, that no failure to give such notice to any Holder or Holders nor any defect deficiency therein shall affect the validity of the proceeding procedure for the redemption of any shares of Exchangeable Series B Preferred Stock to be redeemed except as to the holder Holder or Holders to whom the Corporation has failed to give said notice or except as to the holder Holder or Holders whose notice was defective. Each such notice The Redemption Notice shall state: :
(iA) whether all or less than all the redemption date; outstanding shares of Series B Preferred Stock are to be redeemed and the total number of shares of Series B Preferred Stock being redeemed;
(iiB) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Series B Preferred Stock held of record by such holder that specific Holder that the Corporation intends to be redeemed; redeem;
(iiiC) the redemption price; applicable Redemption Date;
(ivD) the manner and place or places where certificates at which payment for such the shares are called for redemption will, upon presentation and surrender to be surrendered for payment the Corporation of the redemption priceSeries B Preferred Stock Certificates evidencing the shares being redeemed, be made; and and
(vE) that dividends on the shares to be of Series B Preferred Stock being redeemed will shall cease to accrue on such redemption date or the date of exchangeapplicable Redemption Date.
(ciii) Notice having been mailed as aforesaid and provided that on or before On the applicable Redemption Date, the full applicable redemption date all funds necessary price shall become payable for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Series B Preferred Stock so called for being redeemed on the applicable Redemption Date. As a condition of payment of the applicable redemption shall cease to accrueprice, and said shares shall no longer be deemed to be outstanding and shall not have each Holder of Series B Preferred Stock must surrender a Series B Preferred Stock Certificate or Certificates representing the status of shares of Exchangeable Series B Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be Stock being redeemed by the Corporation in the manner and at the place designated in the applicable Redemption Notice. The full applicable redemption price aforesaidfor such shares properly tendered for payment shall be paid to the person whose name appears on such certificate or certificates as the owner thereof, on and after the applicable Redemption Date when and as certificates for the shares being redeemed are properly tendered for payment. Each surrendered Series B Preferred Stock Certificate shall be canceled and retired. In case fewer the event that less than all of the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereofshares.
(div) If such notice of redemption shall have been duly givenOn the applicable Redemption Date, and if, prior to the redemption date, unless the Corporation shall have irrevocably deposited defaults in the aggregate payment of the applicable redemption price of price, dividends will cease to accrue with respect to the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Series B Preferred Stock called for redemption shall cease to be stockholders with respect to redemption, regardless of whether the Holder has surrendered the Series B Preferred Stock certificate representing same. All rights of Holders of such redeemed shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) will terminate except for the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the applicable redemption price.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series B Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata (with any fractional shares being rounded to the nearest whole share) as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Series B Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series B Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption datedate (which shall be a date on or after the First Call Date); (ii) the number of shares of Exchangeable Series B Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenaforesaid, from and after the redemption date, dividends on the shares of Exchangeable Series B Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredprice) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares share shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Senior Preferred StockStock pursuant to Section 5(a) or (c), notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Senior Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: , (i) the redemption date; (ii) the number of shares of Exchangeable Senior Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(b) In the case of any redemption pursuant to Section 5(a) or (c) Notice hereof, notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenSection 6(a) hereof, from and after the redemption datedate (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares called for redemption), dividends on the shares of Exchangeable Senior Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredprice) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(dc) If such In the case of a redemption pursuant to Section 5(b) hereof, notice of such redemption shall have been duly givenbe given by first class mail, postage prepaid, mailed not more than 20 days prior to the occurrence of the Change of Control and if, not less than 5 days prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of Exchangeable the Corporation, provided that neither the failure to give such notice nor any defect therein shall affect the validity of the giving of notice for the redemption of any share of Senior Preferred Stock to be redeemed in trust for except as to the pro rata benefit holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) that a Change of Control has occurred; (ii) the holders redemption date; (iii) the redemption price; (iv) that such holder may elect to cause the Corporation to redeem all or any of the shares of Exchangeable Senior Preferred Stock held by such holder; (v) the place or places where certificates for such shares are to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor surrendered for payment of the redemption price; and (vi) that dividends on the shares the holder elects to cause the Corporation to redeem will cease to accrue on such redemption date. Upon receipt of such notice, the holder shall, within 20 days of receipt thereof, return such notice to the Corporation indicating the number of shares of Senior Preferred Stock such holder shall elect to cause the Corporation to redeem, if any.
(d) In the case of a redemption pursuant to Section 5(b) hereof, notice having been mailed as provided in Section 6(c) hereof, from and after the redemption date (unless default shall be made by the Corporation in providing money for the payment of the redemption price of the shares called for redemption), dividends on such shares of Senior Preferred Stock as the holder elects to cause the Corporation to redeem shall cease to accrue, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price) shall cease. Upon surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such share shall be redeemed by the Corporation at the redemption price aforesaid.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Series A Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by (with any fractional shares being rounded to the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporationnearest whole share).
(b) In the event the Corporation shall redeem shares of Exchangeable Series A Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and prepaid mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, provided that no neither the failure to give such notice nor any defect therein shall affect the validity of the proceeding giving of notice for the redemption of any shares share of Exchangeable Series A Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Series A Preferred Stock to be redeemed and, if less fewer than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) the then current Conversion Ratio; and (vi) that dividends and Additional Amounts on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenaforesaid, from and after the redemption date, dividends and Additional Amounts on the shares of Exchangeable Series A Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stockoutstanding, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredprice) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d. The Corporation's obligation to provide moneys in accordance with this Section 7(c) If such notice of redemption shall have been duly given, and be deemed fulfilled if, prior to on or before the applicable redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, deposit with a bank or trust company (having capital and surplus of not less than $50,000,000) an office or agency in the borough Borough of Manhattan, City of New York, thenand having a combined capital and surplus of at least $1,000,000,000 in funds necessary for such redemption, upon making in trust, with irrevocable instructions that such deposit, holders funds be applied to the redemption of the shares of Exchangeable Series A Preferred Stock so called for redemption redemption. Any interest accrued on such funds shall cease be paid to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect from time to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interesttime. Any funds so deposited and to which holders of Series A Preferred Stock are lawfully entitled but which are unclaimed at the end of one year two years from the such redemption date fixed for redemption shall be released or repaid to the Corporation upon its requestCorporation, after which repayment which, subject to any applicable laws relating to escheat or unclaimed property, the holder or holders of such shares of 42 Series A Preferred Stock so called for redemption shall look only to the Corporation as a general creditor for payment of the applicable redemption price. The election by the Corporation to redeem shares of Series A Preferred Stock shall become irrevocable only on the redemption date included in the relevant notice.
(d) Notwithstanding anything to the contrary contained herein, if the Corporation's notice of redemption has been given pursuant to this Section 7 and any holder of shares of Series A Preferred Stock shall, prior to the close of business on the third Business Day immediately preceding the redemption date, give written notice to the Corporation of the conversion of any and all of the shares to be redeemed held by such holder (accompanied by a certificate or certificates for such shares, duly endorsed or assigned to the Corporation), then such shares shall not be redeemed and the conversion of such shares to be redeemed shall become effective as provided in Section 8.
Appears in 1 contract
Procedure for Redemption. (a) In case the Company shall desire to exercise its right to redeem Series K Notes which are subject to redemption, it shall give notice of such redemption to Holders of the Series K Notes to be redeemed as hereinafter provided in this Section. In the event that fewer the principal amount of Series K Notes to be redeemed shall not be equal to the principal amount of the class or classes of Series K Notes designated by the Company for redemption, or in the event no such class has been so designated and if less than all the outstanding shares of Exchangeable Preferred Stock Series K Notes subject to redemption are to be redeemed, the number Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of shares such Redemption Date and of the principal amount of Series K Notes to be redeemed by class, if applicable. Thereupon the Trustee shall be determined, subject select (giving effect to the provisions designation, if any, of paragraphs 4(b) a class or classes of Series K Notes to be redeemed), in such manner as it shall deem appropriate and 4(dfair in its sole discretion and which may provide for the selection of portions (equal to $100 or an integral multiple of $100) of this Section 5.4the principal of Series K Notes of a denomination larger than $100, by the Board of Directors of the Corporation and the shares particular Series K Notes to be redeemed in whole or in part and shall thereafter promptly notify the Company and each Investment Note Registrar in writing, by designating the numbers thereof or by any other method, which Series K Notes or portions thereof are to be redeemed. Notice of redemption shall be selected given to the Holders of Series K Notes to be redeemed as a whole or in part by lot or pro rata as may be determined mailing by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of class mail a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption dateto their last addresses as they shall appear upon the Investment Note Register, to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, that no but failure to give such notice nor by mail to the Holder of any Series K Note or any defect therein in such notice shall not affect the validity of the proceeding proceedings for the redemption of any shares of Exchangeable Preferred Stock other Series K Note or portion thereof. Any notice mailed in the manner provided in this paragraph shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Each notice to be redeemed except as mailed to the holder to whom Holders of Series K Notes as aforesaid shall state the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall statefollowing: (ia) the redemption dateRedemption Date; (iib) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all of the shares held by such holder Series K Notes are to be redeemed, the number distinguishing numbers (which may be given by individual numbers of shares Series K Notes, by specifying all Series K Notes ending in certain key numbers and/or by specifying all Series K Notes between two stated numbers) or other characteristics of Exchangeable Preferred Stock held by such holder the Series K Notes to be redeemedredeemed (indicating the extent of any partial redemption thereof), together with such other description of the Series K Notes (and portions of Series K Notes, if any) as may be necessary in order to identify the same, provided that any such notice to be mailed need describe only the Series K Notes to be redeemed from the Holder to whom such notice is mailed; (iiic) the redemption priceRedemption Price; (ivd) that interest on such Series K Notes (or on the place or places where certificates portion to be redeemed of any of such Series K Notes so designated for such shares redemption in part) shall cease on the Redemption Date; and (e) that on said date the Company will mail a check for the Redemption Price to each Holder of Series K Notes which are to be surrendered for payment redeemed to the last address of such Holder as it appears in the Investment Note Register. Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 7.03 of the redemption price; Indenture) an amount of money sufficient to pay the Redemption Price of, and (vexcept with respect to any Series K Note or portion thereof for which the Redemption Date shall be an Interest Payment Date) that dividends on accrued interest on, all the shares Series K Notes or portions thereof which are to be redeemed will cease to accrue on such redemption date or the date of exchangethat date.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all the outstanding shares of Exchangeable Redeemable PIK Preferred Stock are to be redeemedredeemed at any time pursuant to Section 5(b), the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event that the Corporation shall redeem shares of Exchangeable Redeemable PIK Preferred StockStock pursuant to Section 5(b) hereof, notice of such redemption shall be given mailed by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder the holders of record of the shares to be redeemed at such holder's address their respective addresses as they shall appear in the same appears on the stock register records of the Corporation; providedPROVIDED, howeverHOWEVER, that no failure to give such notice nor or any defect therein or in the mailing thereof shall not affect the validity of the proceeding for the redemption of any shares of Exchangeable Preferred Stock so to be redeemed except as to the holder to whom the Corporation has failed to give said such notice or except as to the holder whose to whom notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Redeemable PIK Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangedate.
(c) In the event that any holder of shares of Redeemable PIK Preferred Stock shall elect to cause the Corporation to redeem such shares pursuant to Section 5(a), notice (a "Holder's Notice") of such election to redeem shall be mailed to the Corporation by first-class mail, postage prepaid, and mailed not less than 10 days or more than 60 days prior to the date on which such holder requests that such shares be redeemed. Each such Holder's Notice shall state: (i) a statement that the holder of shares of Redeemable PIK Preferred Stock delivering such notice is exercising his or its option to cause the Corporation to redeem such shares pursuant to Section 5(a) hereof; (ii) the date on which such requesting holder's shares of Redeemable PIK Preferred Stock are to be redeemed; and (iii) the number of shares of Redeemable PIK Preferred Stock then held by such requesting holder and the stock certificate number(s) representing such shares. Promptly (and in any event within 5 days) following receipt by the Corporation of a Holder's Notice, the Corporation shall notify the holder of the shares of Redeemable PIK Preferred Stock to which such Holder's Notice relates of the place or places where certificates for such shares are to be surrendered for payment of the redemption price pursuant to Section 5(a).
(d) Notice by the Corporation having been mailed as aforesaid provided in Section 6(b), in the case of redemptions pursuant to Section 5(b), or notice of election having been mailed by the holders as provided in Section 6(c), and provided that on or before the applicable redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption or entitled to redemption, so as to be and to continue to be available therefor, then, from and after the redemption datedate (unless the Corporation defaults in the payment of the redemption price, in which case such rights shall continue until the redemption price is paid), dividends on the shares of Exchangeable Redeemable PIK Preferred Stock so called for or entitled to redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Redeemable PIK Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the applicable redemption price and any accrued and unpaid dividends, whether or not earned or declareddividends from the Corporation to the date of redemption) shall cease. Upon surrender, in accordance with said notice surrender of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and a notice by the notice Corporation shall so state), such shares shall be redeemed by the Corporation at the applicable redemption price as aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. When the Trustee shall be required or authorized, or shall receive notice from the Authority given by the Company of its election, to redeem Bonds, the Trustee shall, in accordance with the terms and provisions of the Bonds and of this Indenture, at least thirty (a30) In days prior to the event that fewer than all date fixed for redemption, mail by registered mail, postage prepaid, to the outstanding shares Bond Insurer and the registered owners of Exchangeable Preferred Stock are the Bonds to be redeemed, at their addresses as the number same shall appear, if at all, upon the registry books of shares to be redeemed shall be determinedthe Trustee, subject a notice to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4effect that the Authority has elected to redeem all the Bonds or a part thereof, by as the Board of Directors case may be, on a date therein designated, specifying, in the case of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all of the outstanding shares of Exchangeable Preferred StockOutstanding Bonds, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record distinctive numbers of the shares Bonds to be redeemed at such holder's address as and the same appears on the stock register of the Corporation; provided, however, that no failure to give such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Preferred Stock to be redeemed andportion, if less than all the shares held by such holder are all, of any Bond to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder and in every case stating that on said date there will become and be due and payable upon each Bond so to be redeemed; (iii) , at the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment principal office of the redemption price; Trustee, the principal thereof, together with the accrued interest to such date, with such premium, if any, as is due and (v) payable on such Bond upon such redemption, and that dividends on the shares to be redeemed from and after such date interest thereon will cease to accrue on accrue. So long as the Bonds are held by DTC, the Trustee shall send any notice of redemption to DTC at 000 Xxxxxxx Avenue, Garden City, New York 11530, (Fax - (000) 000-0000 or (516) 227-4190) or at such other address as may be given by DTC in writing to the Trustee. The foregoing notice may be sent by legible facsimile or by other secure method which enables the Trustee to verify the submission of such notice. In case the Authority shall have elected to redeem all or fewer than all of the Outstanding Bonds, it shall in each such instance, at least five (5) Business Days before the first date upon which the notice of redemption date hereinbefore mentioned is required to be given, notify the Trustee in writing through notice given by the Company of such election and of the aggregate principal amount of Bonds to be redeemed, and thereupon the Trustee shall redeem the Bonds by lot. In case any Bond shall be redeemed in part only, such notice shall specify the principal amount thereof to be redeemed, which amount shall be in a multiple of $5,000. Partial redemption of any Bond may be made without surrender of such Bond, and the Trustee shall keep a record of the amounts and dates of each such partial redemption. Except for Bonds held by DTC, such partially redeemed Bond shall be surrendered upon redemption in which case a new Bond or Bonds in Authorized Denominations and of an aggregate principal amount equal to the date unredeemed portion of exchange.
(c) Notice having been mailed as aforesaid such Bond will be issued in lieu thereof, and provided that on the Authority shall execute and the Trustee shall authenticate and deliver such new Bond or Bonds to or upon the written order of the registered owner of such Bond, at the expense of the Company. On or before the redemption date all funds necessary specified in the notice above provided for, the Authority shall, and it hereby covenants that it will, deposit with the Trustee an amount of cash sufficient to effect the redemption of the Bonds specified in such notice, except that such amount may be reduced to the extent that moneys then held by the Trustee under any of the provisions of this Indenture are available for such redemption shall have been set aside redemption. All moneys deposited by the Corporation, separate and Authority with the Trustee or set apart from its other funds, by the Trustee under the provisions of this Indenture for the redemption of Bonds shall be held in trust for the pro rata benefit account of the holders respective registered owners of the shares so called for redemption so as Bonds to be redeemed and to continue applied in accordance with the provisions of Section 14.03 hereof. On the redemption date designated in such notice, the principal amount of each Bond so to be available thereforredeemed, together with the accrued interest thereon to such date, and such premium, if any, as is due and payable on such Bond upon such redemption, shall become due and payable; and from and after such date (such notice having been given in accordance with the provisions of this Section 7.02 and such deposit having been made or moneys set apart as aforesaid), then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock notwithstanding that any Bonds so called for redemption shall cease not have been surrendered no further interest shall accrue on any such Bond (or on the portion thereof so to accruebe redeemed). From and after such date of redemption (such notice having been given in accordance with the provisions of this Section 7.02 and such deposit having been made or moneys set apart as aforesaid), or from and said shares after the date upon which such notice is mailed, if such notice shall state that moneys to effect such redemption have been deposited with or set apart by the Trustee, all such Bonds or such portions thereof, as the case may be, insofar as such deposit shall have been made or moneys set apart as aforesaid, shall be deemed to have been paid in full as between the Authority and the respective registered owners thereof and shall no longer be deemed to be outstanding Outstanding hereunder, and the Authority shall be under no further liability in respect thereof. If, at the time of mailing of notice of any optional redemption, the Authority shall not have deposited with the status of shares of Exchangeable Preferred StockTrustee moneys sufficient to redeem all the Bonds called for redemption, and all rights such notice shall state that it is conditional in that it is subject to the deposit of the holders thereof as stockholders of redemption moneys with the Corporation (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or Trustee not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer later than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption notice shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption priceno effect unless such moneys are so deposited.
Appears in 1 contract
Procedure for Redemption. (a) In the event that fewer than all ------------------------ the outstanding shares of Exchangeable Series C Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, determined by the Board of Directors of the Corporation and the shares to be redeemed shall be selected determined by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Series C Preferred Stock, notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than 30 thirty (30) days nor more than 60 sixty (60) days prior to the date of redemption date(the "Redemption Date"), to each holder of record of the shares to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, that no failure to give mail such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Series C Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give mail said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption dateRedemption Date; (ii) the number of shares of Exchangeable Series C Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemedredeemed from such holder, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemedredeemed from such holder; (iii) the redemption priceRedemption Price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchangeRedemption Date.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenaforesaid, from and after the redemption date, Redemption Date (unless default shall be made by the Corporation in providing money for the payment of the Redemption Price of the shares called for redemption) dividends on the shares of Exchangeable Series C Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have the status of authorized but unissued shares of Exchangeable Preferred Stock, unclassified as to series, and shall not be reissued as shares of Series C Preferred Stock (unless reissued as a stock dividend on Series C Preferred Stock or Series B Preferred Stock), and all rights of the holders thereof as stockholders of the Corporation with respect to said shares (except the right to receive from the Corporation the redemption price and any accrued and unpaid dividends, whether or not earned or declaredRedemption Price) shall cease. Upon surrender, surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price Redemption Price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Unc Inc)
Procedure for Redemption. (a) In the event that fewer than all of the then outstanding shares of Exchangeable Preferred Stock Warrants are to be redeemed, the number of shares Warrants to be redeemed shall be determined, subject to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected determined by lot or pro rata as may be determined by the Board of Directors, except that in Directors or any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified other method selected by the CorporationBoard of Directors which is not inconsistent with applicable law.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stockthe Warrants, notice of such redemption (the "Notice of Redemption") shall be given by first class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder of record of the shares Warrants to be redeemed at such holder's address as the same appears on the stock register of the Corporation; provided, however, that no failure to give such notice nor any defect therein shall affect the validity of the proceeding for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the aggregate number of shares of Exchangeable Preferred Stock Warrants to be redeemed from all holders of record, and, if less than all the shares Warrants held by such a holder are to be redeemedredeemed from such holder, the number of shares of Exchangeable Preferred Stock held by such holder Warrants to be redeemedredeemed from such holder; (iii) the redemption price; and (iv) the place or places where certificates for such shares Warrants are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date or the date of exchange.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption so as to be and to continue to be available therefor, thenSection 3A(b), from and after the redemption date, dividends on date (unless default shall be made by the shares Company in providing money for the payment of Exchangeable Preferred Stock so the redemption price of the Warrants called for redemption shall cease to accrueredemption), and said shares such Warrants shall no longer be deemed to be outstanding and shall not have the status of shares of Exchangeable Preferred Stockoutstanding, and all rights of the holders thereof as stockholders Warrantholders of the Corporation Company (except the right to receive from the Corporation Company the redemption price and any accrued and unpaid dividends, whether or not earned or declaredprice) shall cease. Upon surrender, in accordance with said notice the Notice of Redemption of the certificates for any shares Warrants so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice Notice of Redemption shall so state), such shares Warrants shall be redeemed by the Corporation Company at the aforesaid redemption price aforesaidprice. In case the event that fewer than all the shares Warrants represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares Warrants without cost to the holder thereof.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Procedure for Redemption. (ai) In the event that fewer Not more than all the outstanding shares of Exchangeable Preferred Stock are 60 and not less then 5 days prior to be redeemedany Optional Redemption Date, the number of shares to be redeemed shall be determined, subject and as soon as practical prior to the provisions of paragraphs 4(bMandatory Redemption Date, written notice (the "Redemption Notice") and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, notice of such redemption shall be given by first first-class mail, postage prepaid, and mailed not less than 30 days nor more than 60 days prior to the redemption date, to each holder Holder of record of the shares Shares to be redeemed on the record date fixed for such redemption of the Shares at such holderHolder's address as the same appears on the stock register of the Corporation; provided, however, that no failure to give such notice nor any defect therein Company. The Redemption Notice shall affect state:
(A) the validity Redemption Price;
(B) whether all or less than all of the proceeding for the redemption of any shares of Exchangeable Preferred Stock outstanding Shares are to be redeemed except as to and the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: total number of Shares being redeemed;
(i) the redemption date; (iiC) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares Shares held by such holder are the Holder that the Company intends to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; redeem;
(iiiD) the redemption price; Redemption Date;
(ivE) that the Holder is to surrender to the Company, at the place or places where designated in such Redemption Notice, its certificates for such shares are representing the Shares to be surrendered for payment of the redemption price; and redeemed;
(vF) that dividends on the shares Shares to be redeemed will shall cease to accrue on such redemption date Redemption Date unless the Company defaults in the payment of the Redemption Price; and
(G) the name of any bank or trust company performing the date of exchangeduties referred to in subsection (c)(iv) below.
(cii) Notice having been mailed as aforesaid and provided that on On or before the redemption date all funds necessary for Redemption Date, each Holder of Shares to be redeemed shall surrender the certificate or certificates representing such redemption shall have been set aside by Shares to the Corporation, separate and apart from its other fundsCompany, in trust for the pro rata benefit of manner and at the holders of place designated in the shares so called for redemption so as to be Redemption Notice, and to continue to be available therefor, then, from and after the redemption date, dividends on the shares of Exchangeable Preferred Stock so called for redemption shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have Redemption Date the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the full redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by payable in cash to the Corporation at person whose name appears on such certificate or certificates as the redemption price aforesaidowner thereof, and each surrendered certificate shall be returned to authorized but unissued shares. In case fewer the event that less than all of the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereofshares.
(diii) If such notice of redemption shall have been duly given, and if, prior to Unless the redemption date, Company defaults in the Corporation shall have irrevocably deposited the aggregate redemption price payment in full of the shares of Exchangeable Preferred Stock to be redeemed in trust for Redemption Price, dividends on the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock Shares called for redemption shall cease to be stockholders with respect to such shares accrue on the Redemption Date, and thereafter the Holders of such shares shall no longer be transferable cease to have any further rights with respect thereto on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except Redemption Date, other than the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificatesRedemption Price, without interest. Any funds deposited and unclaimed at .
(iv) If a Redemption Notice shall have been duly given or if the end of one year from the date fixed for redemption Company shall be repaid have given to the Corporation upon its requestbank or trust company hereinafter referred to irrevocable authorization promptly to give such notice, after which repayment and if on or before the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.Redemption Date
Appears in 1 contract
Samples: Series D Preferred Stock and Warrant Purchase Agreement (Brookwood New World Investors LLC)
Procedure for Redemption.
(a) In the event that fewer any of the 2014A Bonds are called for redemption, the Trustee shall give notice, in the name of the Obligated Group, of the redemption of such 2014A Bonds, which notice shall (i) specify the 2014A Bonds to be redeemed, the redemption date, the redemption price, and the place or places where amounts due upon such redemption will be payable (which shall be the designated corporate trust office of the Trustee) and, if less than all of the outstanding shares of Exchangeable Preferred Stock 2014A Bonds are to be redeemed, the number numbers of shares the 2014A Bonds, and the portions of the 2014A Bonds, to be redeemed, (ii) state any condition to such redemption or any reservation of the right to rescind such notice, and (iii) state that on the redemption date, and upon the satisfaction of any such condition, the 2014A Bonds to be redeemed shall be determined, subject cease to the provisions of paragraphs 4(b) and 4(d) of this Section 5.4, by the Board of Directors of the Corporation and the shares bear interest. CUSIP number identification shall accompany all redemption notices. Such notice may set forth any additional information relating to be redeemed shall be selected by lot or pro rata as may be determined by the Board of Directors, except that in any redemption of fewer than all the outstanding shares of Exchangeable Preferred Stock, the Corporation may first redeem all shares held by any holders of a number of shares not to exceed 100 as may be specified by the Corporation.
(b) In the event the Corporation shall redeem shares of Exchangeable Preferred Stock, such redemption. Such notice of such redemption shall be given by first class mail, postage prepaid, and mailed not less than at least 30 days nor (or, in the case of acceleration of the 2014A Bonds pursuant to Section 7.02, seven days) but not more than 60 days prior to the date fixed for redemption date, to each holder Holder of record of the shares 2014A Bonds to be redeemed at such holder's its address as the same appears shown on the stock register of registration books kept by the CorporationTrustee; provided, however, that no failure to give such notice nor to any Bondholder or any defect therein in such notice shall not affect the validity of the proceeding proceedings for the redemption of any shares of Exchangeable Preferred Stock to be redeemed except as to the holder to whom the Corporation has failed to give said notice or except as to the holder whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Exchangeable Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of shares of Exchangeable Preferred Stock held by such holder to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the other 2014A Bonds. The Trustee shall send a second notice of redemption price; and (v) that dividends on the shares by certified mail return receipt requested to be redeemed will cease to accrue on such redemption date or the date of exchange.
(c) Notice having been mailed as aforesaid and provided that on or before the redemption date all funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so any registered Holder who has not submitted 2014A Bonds called for redemption so as to be and to continue to be available therefor, then, from and 30 days after the redemption date, dividends on provided, however, that the shares failure to give any second notice by mailing, or any defect in such notice, shall not affect the validity of Exchangeable Preferred Stock so called any proceedings for the redemption of any of the 2014A Bonds and the Trustee shall not be liable for any failure by the Trustee to send any second notice.
(b) Any 2014A Bonds and portions of 2014A Bonds which have been duly selected for redemption and for which the Trustee holds sufficient funds to pay the redemption price shall cease to accrue, and said shares shall no longer be deemed to be outstanding and shall not have bear interest on the status of shares of Exchangeable Preferred Stock, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the specified redemption price and any accrued and unpaid dividends, whether or not earned or declared) shall cease. Upon surrender, date in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed shares without cost to the holder thereofSection 5.11.
(d) If such notice of redemption shall have been duly given, and if, prior to the redemption date, the Corporation shall have irrevocably deposited the aggregate redemption price of the shares of Exchangeable Preferred Stock to be redeemed in trust for the pro rata benefit of the holders of the shares of Exchangeable Preferred Stock to be redeemed, so as to be and to continue to be available therefor, with a bank or trust company (having capital and surplus of not less than $50,000,000) in the borough of Manhattan, City of New York, then, upon making such deposit, holders of the shares of Exchangeable Preferred Stock called for redemption shall cease to be stockholders with respect to such shares and thereafter such shares shall no longer be transferable on the books of the Corporation and such holders shall have no interest in or claim against the Corporation with respect to such shares (including dividends thereon accrued after such redemption date) except the right to receive payment of the redemption price (including all dividends (whether or not earned or declared) accrued and unpaid to the date fixed for redemption) upon surrender of their certificates, without interest. Any funds deposited and unclaimed at the end of one year from the date fixed for redemption shall be repaid to the Corporation upon its request, after which repayment the holders of shares called for redemption shall look only to the Corporation as a general creditor for payment of the redemption price.
Appears in 1 contract
Samples: Trust Indenture
