Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law. (ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date. (iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited. (iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed. (v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid. (vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 19 contracts
Samples: Bylaws (Pimco Municipal Income Fund Iii), Bylaws (Pimco California Municipal Income Fund Iii), Bylaws (Pimco Municipal Income Fund Ii)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP VMTP Shares of a Series pursuant to Section 2.6(a2.5(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP VMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.72.6) prior to the date fixed for redemption pursuant to Section 2.6(c2.5(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP VMTP Shares to be redeemed; (D) the CUSIP number for RVMTP VMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP VMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP VMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP VMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c2.5(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv)Redemption, then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP VMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP VMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP VMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP VMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi2.5(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP VMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP VMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP VMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP VMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP VMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP VMTP Shares represented by such certificate(s), a new certificate representing the RVMTP VMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.62.5, except as otherwise required by law, the Fund shall not redeem any RVMTP VMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP VMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP VMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP VMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP VMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP VMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c2.5(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP VMTP Shares, dividends may be declared and paid on such RVMTP VMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP VMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 14 contracts
Samples: Bylaws (Pimco Municipal Income Fund Iii), Bylaws (Pimco Municipal Income Fund), Bylaws (Pimco New York Municipal Income Fund Ii)
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i) If Notice of redemption will be given by the Fund shall determine or be required General Partner to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Partnership concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior General Partner sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its REIT Series A Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (A) the Redemption Dateredemption date; (B) the applicable Redemption Price on a per share basisredemption price; (C) the Series and number of RVMTP Shares Series A Preferred Units to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series A Preferred Units are to be surrendered for payment of the Redemption Priceredemption price; and (FE) that dividends distributions on the RVMTP Shares Series A Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which on such redemption is madedate. If fewer less than all RVMTP Shares held by any Holder of the Series A Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder notice shall also specify the number of RVMTP Shares Series A Preferred Units to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Dateredemption date, each Holder of RVMTP Shares in certificated form (the General Partner shall present and surrender the certificates, if any) that are subject to redemption shall surrender , representing the certificate(s) evidencing such RVMTP Shares Series A Preferred Units to the Fund Partnership at the place designated in the Notice notice of Redemption redemption and thereupon the redemption price of such Units (including all accumulated and unpaid distributions up to but excluding the redemption date) shall then be entitled paid to receive the Redemption Price for such RVMTP SharesGeneral Partner and each surrendered Unit certificate, without interestif any, and in the case of a redemption of shall be canceled. If fewer than all the RVMTP Shares Units represented by any such certificate(s)certificate representing Series A Preferred Units are to be redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(viii) Notwithstanding From and after the other provisions redemption date (unless the Partnership defaults in payment of this Section 2.6the redemption price), all distributions on the Series A Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the General Partner, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with right to receive the RVMTP Shares with respect to dividends and other distributions unless redemption price thereof (including all accumulated and unpaid dividends distributions up to but excluding the redemption date), shall cease and other terminate, and such Series A Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Partnership, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or to but not earned or declared by including the Fundredemption date) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP SharesSeries A Preferred Units so called for redemption in trust for the General Partner with a bank or trust company, in which case the redemption notice to the General Partner shall (A) or other sufficient securities or funds (in state the case of other Preferred Shares, as applicable) (in accordance with the terms date of such Preferred Shares for deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require the General Partner to surrender the certificates, if any, representing such dividends and other distributionsSeries A Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) shall have been or are contemporaneously deposited with against payment of the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which redemption price (including all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To to the extent that any redemption for date). Any monies so deposited which a Notice remain unclaimed by the General Partner at the end of Redemption has been provided is not made by reason of two years after the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption date shall be made as soon as practicable returned by such bank or trust company to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposePartnership.
Appears in 11 contracts
Samples: Revolving Credit Agreement (Digital Realty Trust, L.P.), Agreement of Limited Partnership (Digital Realty Trust, Inc.), Agreement of Limited Partnership (BioMed Realty Trust Inc)
Procedures for Redemption. (i) If Notice of redemption will be (i) faxed, and (ii) mailed by the Fund Partnership, by certified mail, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series J Preferred Units at their respective addresses as they appear on the records of the Partnership. No failure to give or defect in such notice shall determine affect the validity of the proceedings for the redemption of any Series J Preferred Units except as to the holder to whom such notice was defective or be not given. In addition to any information required to redeemby law, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a)each such notice shall state: (a) the redemption date, (b) or the Redemption Price, (c), ) the Fund shall deliver a notice aggregate number of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means Series J Preferred Units to Holders thereof, or request the Calculation be redeemed and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more fewer than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the outstanding Series and number of RVMTP Shares J Preferred Units are to be redeemed; , the number of Series J Preferred Units to be redeemed held by such holder, which number shall equal such holder's pro rata share (Dbased on the percentage of the aggregate number of outstanding Series J Preferred Units that the total number of Series J Preferred Units held by such holder represents) of the CUSIP aggregate number for RVMTP Shares of such Series; Series J Preferred Units to be redeemed, (Ed) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series J Preferred Units are to be surrendered for payment of the Redemption Price; , (Fe) that dividends distributions on the RVMTP Shares Series J Preferred Units to be redeemed will cease to accumulate from and after on such Redemption Date; redemption date and (Gf) that payment of the provisions Redemption Price will be made upon presentation and surrender of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawSeries J Preferred Units.
(ii) If the Partnership gives a notice of redemption in respect of Series J Preferred Units (1which notice will be irrevocable) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv)then, then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to by 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund)date, the Fund shall (A) Partnership will deposit with irrevocably in trust for the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on benefit of the date thereof no less than Series J Preferred Units being redeemed funds sufficient to pay the applicable Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) will give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable such Redemption Price to the Holders holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) Series J Preferred Units upon surrender of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then Series J Preferred Units by such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund holders at the place designated in the Notice notice of Redemption redemption. On and shall then be entitled after the date of redemption, distributions will cease to receive accumulate on the Redemption Price Series J Preferred Units or portions thereof called for such RVMTP Sharesredemption, without interest, and unless the Partnership defaults in the case of a payment thereof. If any date fixed for redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Series J Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided Units is not made by reason of the absence of legally available funds therefor in accordance with the Declarationa Business Day, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such RVMTP Shares shall not have been deposited delay) except that, if such Business Day falls in trust the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the Calculation same force and Paying Agent effect as if made on such date fixed for that purposeredemption. If payment of the Redemption Price is improperly withheld or refused and not paid by the Partnership, distributions on such Series J Preferred Units will continue to accumulate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the applicable Redemption Price.
Appears in 9 contracts
Samples: Agreement of Limited Partnership (Amb Property Lp), Agreement of Limited Partnership (Amb Property Lp), Agreement of Limited Partnership (Amb Property Corp)
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i) If Notice of redemption will be given by the Fund shall determine or be required General Partner to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Partnership concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior General Partner sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its REIT Series B Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (A) the Redemption Dateredemption date; (B) the applicable Redemption Price on a per share basisredemption price; (C) the Series and number of RVMTP Shares Series B Preferred Units to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series B Preferred Units are to be surrendered for payment of the Redemption Priceredemption price; and (FE) that dividends distributions on the RVMTP Shares Series B Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which on such redemption is madedate. If fewer less than all RVMTP Shares held by any Holder of the Series B Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder notice shall also specify the number of RVMTP Shares Series B Preferred Units to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Dateredemption date, each Holder of RVMTP Shares in certificated form (the General Partner shall present and surrender the certificates, if any) that are subject to redemption shall surrender , representing the certificate(s) evidencing such RVMTP Shares Series B Preferred Units to the Fund Partnership at the place designated in the Notice notice of Redemption redemption and thereupon the redemption price of such Units (including all accumulated and unpaid distributions up to but excluding the redemption date) shall then be entitled paid to receive the Redemption Price for such RVMTP SharesGeneral Partner and each surrendered Unit certificate, without interestif any, and in the case of a redemption of shall be canceled. If fewer than all the RVMTP Shares Units represented by any such certificate(s)certificate representing Series B Preferred Units are to be redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(viii) Notwithstanding From and after the other provisions redemption date (unless the Partnership defaults in payment of this Section 2.6the redemption price), all distributions on the Series B Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the General Partner, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with right to receive the RVMTP Shares with respect to dividends and other distributions unless redemption price thereof (including all accumulated and unpaid dividends distributions up to but excluding the redemption date), shall cease and other terminate, and such Series B Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Partnership, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or to but not earned or declared by including the Fundredemption date) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP SharesSeries B Preferred Units so called for redemption in trust for the General Partner with a bank or trust company, in which case the redemption notice to the General Partner shall (A) or other sufficient securities or funds (in state the case of other Preferred Shares, as applicable) (in accordance with the terms date of such Preferred Shares for deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require the General Partner to surrender the certificates, if any, representing such dividends and other distributionsSeries B Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) shall have been or are contemporaneously deposited with against payment of the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which redemption price (including all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To to the extent that any redemption for date). Any monies so deposited which a Notice remain unclaimed by the General Partner at the end of Redemption has been provided is not made by reason of two years after the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption date shall be made as soon as practicable returned by such bank or trust company to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposePartnership.
Appears in 8 contracts
Samples: Revolving Credit Agreement (Digital Realty Trust, L.P.), Agreement of Limited Partnership (Digital Realty Trust, Inc.), Agreement of Limited Partnership (Digital Realty Trust, Inc.)
Procedures for Redemption. The following provisions set forth the procedures for Redemption:
(i) If Notice of redemption will be given by the Fund shall determine or be required General Partner to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Partnership concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior General Partner sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its Series L Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (A) the Redemption Dateredemption date; (B) the applicable Redemption Price on a per share basisredemption price; (C) the Series and number of RVMTP Shares Series L Preferred Units to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series L Preferred Units are to be surrendered for payment of the Redemption Priceredemption price; and (FE) that dividends distributions on the RVMTP Shares Series L Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which on such redemption is madedate. If fewer less than all RVMTP Shares held by any Holder of the Series L Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder notice shall also specify the number of RVMTP Shares Series L Preferred Units to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Dateredemption date, each Holder of RVMTP Shares in certificated form (the General Partner shall present and surrender the certificates, if any) that are subject to redemption shall surrender , representing the certificate(s) evidencing such RVMTP Shares Series L Preferred Units to the Fund Partnership at the place designated in the Notice notice of Redemption redemption and thereupon the redemption price of such Units (including all accumulated and unpaid distributions up to the redemption date) shall then be entitled paid to receive the Redemption Price for such RVMTP SharesGeneral Partner and each surrendered Unit certificate, without interestif any, and in the case of a redemption of shall be canceled. If fewer than all the RVMTP Shares Units represented by any such certificate(s)certificate representing Series L Preferred Units are to be redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(viii) Notwithstanding From and after the other provisions redemption date (unless the Partnership defaults in payment of this Section 2.6the redemption price), all distributions on the Series L Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the General Partner, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with right to receive the RVMTP Shares with respect to dividends and other distributions unless redemption price thereof (including all accumulated and unpaid dividends distributions up to the redemption date), shall cease and other terminate, and such Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Partnership, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by to the Fundredemption date) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP SharesSeries L Preferred Units so called for redemption in trust for the General Partner with a bank or trust company, in which case the redemption notice to General Partner shall (A) or other sufficient securities or funds (in state the case of other Preferred Shares, as applicable) (in accordance with the terms date of such Preferred Shares for deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require the General Partner to surrender the certificates, if any, representing such dividends and other distributionsSeries L Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) shall have been or are contemporaneously deposited with against payment of the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which redemption price (including all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To to the extent that any redemption for date). Any monies so deposited which a Notice remain unclaimed by the General Partner at the end of Redemption has been provided is not made by reason of two years after the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption date shall be made as soon as practicable returned by such bank or trust company to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposePartnership.
Appears in 7 contracts
Samples: Agreement of Limited Partnership (Prologis, L.P.), Limited Partnership Agreement (Amb Property Lp), Agreement of Limited Partnership (Amb Property Corp)
Procedures for Redemption. The following provisions set forth the procedures for Redemption:
(i) If Notice of redemption will be given by the Fund shall determine or be required General Partner to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Partnership concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior General Partner sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its Series M Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (A) the Redemption Dateredemption date; (B) the applicable Redemption Price on a per share basisredemption price; (C) the Series and number of RVMTP Shares Series M Preferred Units to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series M Preferred Units are to be surrendered for payment of the Redemption Priceredemption price; and (FE) that dividends distributions on the RVMTP Shares Series M Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which on such redemption is madedate. If fewer less than all RVMTP Shares held by any Holder of the Series M Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder notice shall also specify the number of RVMTP Shares Series M Preferred Units to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Dateredemption date, each Holder of RVMTP Shares in certificated form (the General Partner shall present and surrender the certificates, if any) that are subject to redemption shall surrender , representing the certificate(s) evidencing such RVMTP Shares Series M Preferred Units to the Fund Partnership at the place designated in the Notice notice of Redemption redemption and thereupon the redemption price of such Units (including all accumulated and unpaid distributions up to the redemption date) shall then be entitled paid to receive the Redemption Price for such RVMTP SharesGeneral Partner and each surrendered Unit certificate, without interestif any, and in the case of a redemption of shall be canceled. If fewer than all the RVMTP Shares Units represented by any such certificate(s)certificate representing Series M Preferred Units are to be redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(viii) Notwithstanding From and after the other provisions redemption date (unless the Partnership defaults in payment of this Section 2.6the redemption price), all distributions on the Series M Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the General Partner, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with right to receive the RVMTP Shares with respect to dividends and other distributions unless redemption price thereof (including all accumulated and unpaid dividends distributions up to the redemption date), shall cease and other terminate, and such Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Partnership, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by to the Fundredemption date) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP SharesSeries M Preferred Units so called for redemption in trust for the General Partner with a bank or trust company, in which case the redemption notice to General Partner shall (A) or other sufficient securities or funds (in state the case of other Preferred Shares, as applicable) (in accordance with the terms date of such Preferred Shares for deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require the General Partner to surrender the certificates, if any, representing such dividends and other distributionsSeries M Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) shall have been or are contemporaneously deposited with against payment of the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which redemption price (including all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To to the extent that any redemption for date). Any monies so deposited which a Notice remain unclaimed by the General Partner at the end of Redemption has been provided is not made by reason of two years after the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption date shall be made as soon as practicable returned by such bank or trust company to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposePartnership.
Appears in 7 contracts
Samples: Agreement of Limited Partnership (Prologis, L.P.), Agreement of Limited Partnership (Amb Property Corp), Limited Partnership Agreement (Amb Property Corp)
Procedures for Redemption. (i) If Notice of redemption will be (i) faxed, and (ii) mailed by the Fund Partnership, by certified mail, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, addressed to the respective holders of record of the Series B Preferred Units at their respective addresses as they appear on the records of the Partnership. No failure to give or defect in such notice shall determine affect the validity of the proceedings for the redemption of any Series B Preferred Units except as to the holder to whom such notice was defective or be not given. In addition to any information required to redeemby law, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a)each such notice shall state: (a) the redemption date, (b) or the Redemption Price, (c), ) the Fund shall deliver a notice aggregate number of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means Series B Preferred Units to Holders thereof, or request the Calculation be redeemed and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more fewer than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the outstanding Series and number of RVMTP Shares B Preferred Units are to be redeemed; , the number of Series B Preferred Units to be redeemed held by such holder, which number shall equal such holder's pro rata share (Dbased on the percentage of the aggregate number of outstanding Series B Preferred Units that the total number of Series B Preferred Units held by such holder represents) of the CUSIP aggregate number for RVMTP Shares of such Series; Series B Preferred Units to be redeemed, (Ed) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series B Preferred Units are to be surrendered for payment of the Redemption Price; , (Fe) that dividends distributions on the RVMTP Shares Series B Preferred Units to be redeemed will cease to accumulate from and after on such Redemption Date; redemption date and (Gf) that payment of the provisions Redemption Price will be made upon presentation and surrender of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawSeries B Preferred Units.
(ii) If the Partnership gives a notice of redemption in respect of Series B Preferred Units (1which notice will be irrevocable) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv)then, then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to by 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund)date, the Fund shall (A) Partnership will deposit with irrevocably in trust for the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on benefit of the date thereof no less than Series B Preferred Units being redeemed funds sufficient to pay the applicable Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) will give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable such Redemption Price to the Holders holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) Series B Preferred Units upon surrender of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then Series B Preferred Units by such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund holders at the place designated in the Notice notice of Redemption redemption. On and shall then be entitled after the date of redemption, distributions will cease to receive accumulate on the Redemption Price Series B Preferred Units or portions thereof called for such RVMTP Sharesredemption, without interest, and unless the Partnership defaults in the case of a payment thereof. If any date fixed for redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Series B Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided Units is not made by reason of the absence of legally available funds therefor in accordance with the Declarationa Business Day, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such RVMTP Shares shall not have been deposited delay) except that, if such Business Day falls in trust the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the Calculation same force and Paying Agent effect as if made on such date fixed for that purposeredemption. If payment of the Redemption Price is improperly withheld or refused and not paid by the Partnership, distributions on such Series B Preferred Units will continue to accumulate from the original redemption date to the date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the applicable Redemption Price.
Appears in 7 contracts
Samples: Agreement of Limited Partnership (Amb Property Lp), Agreement of Limited Partnership (Amb Property Lp), Agreement of Limited Partnership (Amb Property Corp)
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i1) If Notice of redemption will be given by the Fund shall determine or be required General Partner to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Partnership concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior General Partner sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its REIT Series F Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (A) the Redemption Dateredemption date; (B) the applicable Redemption Price on a per share basisredemption price; (C) the Series and number of RVMTP Shares Series F Preferred Units to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series F Preferred Units are to be surrendered for payment of the Redemption Priceredemption price; (FE) that dividends distributions on the RVMTP Shares Series F Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which on such redemption is madedate. If fewer less than all RVMTP Shares held by any Holder of the Series F Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder notice shall also specify the number of RVMTP Shares Series F Preferred Units to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Dateredemption date, each Holder of RVMTP Shares in certificated form (the General Partner shall present and surrender the certificates, if any) that are subject to redemption shall surrender , representing the certificate(s) evidencing such RVMTP Shares Series F Preferred Units to the Fund Partnership at the place designated in the Notice notice of Redemption redemption and thereupon the redemption price of such Units (including all accumulated and unpaid distributions up to but excluding the redemption date) shall then be entitled paid to receive the Redemption Price for such RVMTP SharesGeneral Partner and each surrendered Unit certificate, without interestif any, and in the case of a redemption of shall be canceled. If fewer than all the RVMTP Shares Units represented by any such certificate(s)certificate representing Series F Preferred Units are to be redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed Units.
(v3) Notwithstanding From and after the other provisions redemption date (unless the Partnership defaults in payment of this Section 2.6the redemption price), all distributions on the Series F Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the General Partner, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with right to receive the RVMTP Shares with respect to dividends and other distributions unless redemption price thereof (including all accumulated and unpaid dividends distributions up to but excluding the redemption date), shall cease and other terminate, and such Series F Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Partnership, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or to but not earned or declared by including the Fundredemption date) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP SharesSeries F Preferred Units so called for redemption in trust for the General Partner with a bank or trust company, in which case the redemption notice to the General Partner shall (A) or other sufficient securities or funds (in state the case of other Preferred Shares, as applicable) (in accordance with the terms date of such Preferred Shares for deposit, (B) specify the office of such bank or trust company as the place of payment of the redemption price and (C) require the General Partner to surrender the certificates, if any, representing such dividends and other distributionsSeries F Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) shall have been or are contemporaneously deposited with against payment of the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which redemption price (including all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To to the extent that any redemption for date). Any monies so deposited which a Notice remain unclaimed by the General Partner at the end of Redemption has been provided is not made by reason of two years after the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption date shall be made as soon as practicable returned by such bank or trust company to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposePartnership.
Appears in 6 contracts
Samples: Limited Partnership Agreement (Digital Realty Trust, L.P.), Limited Partnership Agreement (Digital Realty Trust, L.P.), Limited Partnership Agreement (Digital Realty Trust, L.P.)
Procedures for Redemption. (ia) If In the Fund shall determine or event that fewer than all the outstanding Notes are to be required to redeem, in whole or in part, RVMTP Shares of a Series redeemed pursuant to Section 2.6(a)3.1, the amount of Notes to be redeemed shall be determined by the Board of Directors following the recommendation of the Special Committee and the Notes so redeemed shall be selected pro rata according to the principal amount of Notes held by each Holder.
(b) or (c)In the event the Company shall redeem Notes pursuant to this Article 3, the Fund shall deliver a notice of such redemption (the “Notice of Redemption”), "Redemption Notice") shall be given by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall courier not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than 10 Business Days nor more than thirty-five (35) calendar days 40 Business Days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented date, to by all each Holder of record of the Holders Notes to be redeemed at such Holder's address as the same appears on the Note register of the RVMTP Shares Company; provided, however, that neither the failure to give the Redemption Notice nor any defect therein shall affect the validity of such Series, which consent shall not be deemed the giving of notice for the redemption of any Notes to be a vote required by Section 2.7) prior redeemed except as to the date fixed for redemption pursuant Holder to Section 2.6(c) in such whom the Company has failed to give the Redemption Notice of or except as to the Holder whose Redemption (the “Redemption Date”)Notice was defective. Each such Redemption Notice of Redemption shall state: (Ai) the Redemption Dateredemption date; (Bii) the applicable Redemption Price on a per share basis; (C) the Series and number principal amount of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares Notes to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer and, if less than all RVMTP Shares the principal amount of Notes held by any such Holder are to be redeemed, the Notice principal amount of Redemption delivered to such Holder shall also specify the number of RVMTP Shares Notes to be redeemed from such Holder and/or Holder; (iii) customary provisions regarding the method surrender of determining such number. The Fund may provide in any Notice Notes; (iv) the redemption price and the estimated amount of Redemption relating accrued but unpaid interest on the Notes to an optional redemption contemplated the date of redemption; (v) the place or places where Notes are to be effected pursuant surrendered for redemption; and (vi) that interest on the Notes to Section 2.6(c) of this Statement that be redeemed will cease to accrue on such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawdate.
(iic) If (1) In the Fund shall give case of a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date redemption pursuant to Section 2.6(a)(iv)this Article 3, then at any time and if the Redemption Notice has been properly provided in accordance with this Article 3, from and after the giving redemption date (unless the Company shall default in payment in cash of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by price for the FundNotes called for redemption), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value interest on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares such Notes called for redemption on the Redemption Date. The Fund may direct the Calculation shall cease to accrue, and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders thereof as Note Holders of the RVMTP Shares so called for redemption shall cease and terminate Company (except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares redemption price from the Company) shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) cease. Upon surrender of the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon Notes in accordance with the terms hereof up to (but excluding) the applicable Redemption DateNotice, which accumulated dividends, unless previously declared and paid as contemplated any Notes so redeemed shall be redeemed in cash by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of Company at the applicable Redemption Price on redemption price specified herein and in the Redemption Date). The Fund Notice.
(d) Any such offer under this Article 3 shall be entitled to receive, promptly after comply with the Redemption Date, requirements of Rule 14e-1 under the Exchange Act and any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption other securities laws and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, regulations thereunder to the extent permitted by law, be repaid to such laws and regulations are applicable in connection with the Fund, after which the Holders repurchase of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares Notes pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) this Article 3. To the extent that the provisions of any redemption for which a Notice securities laws or regulations conflict with provisions of Redemption has been provided is not made by reason of this Note relating to an offer under this Article 3, the absence of legally available funds therefor in accordance Company shall comply with the Declaration, this Statement applicable securities laws and applicable law, such redemption regulations and shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall not be deemed to have occurred if breached its obligations under such provisions of this Note by virtue thereof.
(e) Notwithstanding any other provision of this Note to the Fund contrary, in the event the Company delivers a Redemption Notice under this Article 3 and the Holder timely elects to exchange the Notes prior to the stated redemption date pursuant to Sections 6.1 and 6.2, then, for purposes of a redemption under this Article 3, the "redemption date" shall fail to deposit mean the latter of (i) the redemption date set forth in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where Notice and (1ii) the Notice date upon which any applicable waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of Redemption relating to such redemption provided that such redemption was subject to one 1976, as amended (the "HSR Act"), shall have expired or more conditions precedent and (2) any such condition precedent early termination thereof shall not have been satisfied at the time granted without limitation, restriction, or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposecondition.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Kevco Inc), Securities Purchase Agreement (Kevco Inc), Securities Purchase Agreement (Kevco Partners Investment Trust)
Procedures for Redemption. (iA) If At least 90 days prior to the Fund shall determine or be required to redeemRedemption Date, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a written notice of redemption (the “Notice of RedemptionRedemption Notice”), by overnight delivery, ) shall be given by first class mail, postage prepaid or by Electronic Means prepaid, to Holders thereof, or request each Holder who is a Holder on the Calculation and Paying Agent, date such notice is given at such Holder’s address as it appears on behalf the stock books of the FundCorporation, provided that no failure to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For give such notice nor any deficiency therein shall affect the avoidance validity of doubt, a Notice the procedure for the redemption of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares any shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Series A-3 Convertible Preferred as to the date fixed for redemption and not less than ten (10) calendar days (Holder or Holders to whom the Corporation has failed to give said notice or to whom such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such notice was defective. The Redemption Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: :
(A1) the Redemption Date; Price;
(B2) that the applicable Redemption Price on a per share basis; (C) Holder is to surrender to the Series and number of RVMTP Shares to be redeemed; (D) Corporation, in the CUSIP number for RVMTP Shares of such Series; (E) if applicablemanner, at the place or places where and at the certificate(sprice designated, its certificate or certificates representing the shares of Series A-3 Convertible Preferred; and
(3) for that dividends on the shares of the Series A-3 Convertible Preferred shall cease to accumulate on such shares (properly endorsed or assigned for transfer, if Redemption Date unless the Board of Trustees requires and Corporation defaults in the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; .
(FB) that dividends on Each Holder shall surrender the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions certificate or certificates representing all shares of this Statement under which such redemption is made. If fewer than all RVMTP Shares Series A-3 Convertible Preferred held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify to the number of RVMTP Shares to be redeemed from such Holder and/or Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and Corporation), in the manner specified in such Notice of Redemption. No defect and at the place or places designated in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date the full Redemption Price 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 canceled and retired.
(so long as any conditions precedent to such redemption have been met or waived by C) On and after the Fund)Redemption Date, unless the Fund shall (A) deposit with Corporation defaults in the Calculation and Paying Agent Deposit Securities having an aggregate Market Value payment in full of the Redemption Price, dividends on the date thereof no less than the Redemption Price of the RVMTP Shares Series A-3 Convertible Preferred shall cease to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption accumulate on the Redemption Date. The Fund may direct the Calculation , and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of shall terminate with respect to the RVMTP Shares so called for redemption shall cease and terminate except Series A-3 Convertible Preferred on the Redemption Date, other than the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP SharesPrice, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, ; provided, however, that if the foregoing Redemption Notice shall not prevent have been given and the purchase or acquisition of Outstanding RVMTP Shares pursuant to funds necessary for redemption (including an otherwise lawful purchase or exchange offer made on the same terms to Holders amount in respect of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable will accrue to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default Date) shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times segregated and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been irrevocably deposited in trust with for the Calculation equal and Paying Agent for that purposeratable benefit of the Holders, then, at the close of business on the day on which such funds are segregated and set aside, the Holders shall cease to be stockholders of the Corporation and shall be entitled only to receive the Redemption Price.
Appears in 3 contracts
Samples: Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC)
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i1) If Notice of redemption will be given by the Fund shall determine or be required Managing Member to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Company concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Managing Member sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its Series E Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (Ai) the Redemption Dateredemption date; (Bii) the applicable Redemption Price on a per share basisredemption price; (Ciii) the Series and number of RVMTP Shares Series E Preferred Units to be redeemed; (Div) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series E Preferred Units are to be surrendered for payment of the Redemption Priceredemption price; and (Fv) that dividends distributions on the RVMTP Shares Series E Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which on such redemption is madedate. If fewer less than all RVMTP Shares held by any Holder of the Series E Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder notice shall also specify the number of RVMTP Shares Series E Preferred Units to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Dateredemption date, each Holder of RVMTP Shares in certificated form (the Managing Member shall present and surrender the certificates, if any) that are subject to redemption shall surrender , representing the certificate(s) evidencing such RVMTP Shares Series E Preferred Units to the Fund Company at the place designated in the Notice notice of Redemption redemption and thereupon the redemption price of such Units shall then be entitled paid to receive the Redemption Price for such RVMTP SharesManaging Member and each surrendered Unit certificate, without interestif any, and in the case of a redemption of shall be canceled. If fewer than all the RVMTP Shares Units represented by any such certificate(s)certificate representing Series E Preferred Units are to be redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(v3) Notwithstanding From and after the other provisions redemption date (unless the Company defaults in payment of this Section 2.6the redemption price), all distributions on the Series E Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the Managing Member, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with right to receive the RVMTP Shares with respect to dividends and other distributions unless redemption price thereof (including all accumulated and unpaid dividends distributions up to, but not including, the redemption date), shall cease and other terminate, and such Series E Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Company, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by to the Fundredemption date) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP SharesSeries E Preferred Units so called for redemption in trust for the Managing Member with a bank or trust company, in which case the redemption notice to Managing Member shall (i) or other sufficient securities or funds (in state the case of other Preferred Shares, as applicable) (in accordance with the terms date of such Preferred Shares for deposit, (ii) specify the office of such bank or trust company as the place of payment of the redemption price and (iii) require the Managing Member to surrender the certificates, if any, representing such dividends and other distributionsSeries E Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) shall have been or are contemporaneously deposited with against payment of the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which redemption price (including all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To as the extent that any redemption for date). Any monies so deposited which a Notice remain unclaimed by the Managing Member at the end of Redemption has been provided is not made by reason of two years after the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption date shall be made as soon as practicable returned by such bank or trust company to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposeManaging Member.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a2.6(a)(i), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for Redemption Date; provided that, in connection with a redemption pursuant to in accordance with Section 2.6(c) in such 6.20 of the Purchase Agreement, a Notice of Redemption shall be provided at least two (2) Business Days prior to the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, Date or a Mandatory Tender Early Term Redemption Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Early Term Redemption Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi2.6(e)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and and, in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement Statement, and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 3 contracts
Samples: Bylaws (PIMCO Flexible Municipal Income Fund), Bylaws (PIMCO Flexible Municipal Income Fund), Bylaws (PIMCO Flexible Municipal Income Fund)
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i1) If Notice of redemption will be given by the Fund shall determine or be required Managing Member to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Company concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Managing Member sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its Series F Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (Ai) the Redemption Dateredemption date; (Bii) the applicable Redemption Price on a per share basisredemption price; (Ciii) the Series and number of RVMTP Shares Series F Preferred Units to be redeemed; (Div) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series F Preferred Units are to be surrendered for payment of the Redemption Priceredemption price; and (Fv) that dividends distributions on the RVMTP Shares Series F Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which on such redemption is madedate. If fewer less than all RVMTP Shares held by any Holder of the Series F Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder notice shall also specify the number of RVMTP Shares Series F Preferred Units to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Dateredemption date, each Holder of RVMTP Shares in certificated form (the Managing Member shall present and surrender the certificates, if any) that are subject to redemption shall surrender , representing the certificate(s) evidencing such RVMTP Shares Series F Preferred Units to the Fund Company at the place designated in the Notice notice of Redemption redemption and thereupon the redemption price of such Units shall then be entitled paid to receive the Redemption Price for such RVMTP SharesManaging Member and each surrendered Unit certificate, without interestif any, and in the case of a redemption of shall be canceled. If fewer than all the RVMTP Shares Units represented by any such certificate(s)certificate representing Series F Preferred Units are to be redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(v3) Notwithstanding From and after the other provisions redemption date (unless the Company defaults in payment of this Section 2.6the redemption price), all distributions on the Series F Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the Managing Member, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with right to receive the RVMTP Shares with respect to dividends and other distributions unless redemption price thereof (including all accumulated and unpaid dividends distributions up to, but not including, the redemption date), shall cease and other terminate, and such Series F Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Company, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by to the Fundredemption date) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP SharesSeries F Preferred Units so called for redemption in trust for the Managing Member with a bank or trust company, in which case the redemption notice to Managing Member shall (i) or other sufficient securities or funds (in state the case of other Preferred Shares, as applicable) (in accordance with the terms date of such Preferred Shares for deposit, (ii) specify the office of such bank or trust company as the place of payment of the redemption price and (iii) require the Managing Member to surrender the certificates, if any, representing such dividends and other distributionsSeries F Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) shall have been or are contemporaneously deposited with against payment of the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which redemption price (including all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To as the extent that any redemption for date). Any monies so deposited which a Notice remain unclaimed by the Managing Member at the end of Redemption has been provided is not made by reason of two years after the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption date shall be made as soon as practicable returned by such bank or trust company to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposeManaging Member.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)
Procedures for Redemption. (iA) If At least 90 days prior to the Fund shall determine or be required to redeemRedemption Date, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a written notice of redemption (the “Notice of RedemptionRedemption Notice”), by overnight delivery, ) shall be given by first class mail, postage prepaid or by Electronic Means prepaid, to Holders thereof, or request each Holder who is a Holder on the Calculation and Paying Agent, date such notice is given at such Holder’s address as it appears on behalf the stock books of the FundCorporation, provided that no failure to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For give such notice nor any deficiency therein shall affect the avoidance validity of doubt, a Notice the procedure for the redemption of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares any shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirtySeries A-2 Non-five (35) calendar days prior Convertible Preferred as to the date fixed for redemption and not less than ten (10) calendar days (Holder or Holders to whom the Corporation has failed to give said notice or to whom such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such notice was defective. The Redemption Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: :
(A1) the Redemption Date; Price;
(B2) that the applicable Redemption Price on a per share basis; (C) Holder is to surrender to the Series and number of RVMTP Shares to be redeemed; (D) Corporation, in the CUSIP number for RVMTP Shares of such Series; (E) if applicablemanner, at the place or places where and at the certificate(sprice designated, its certificate or certificates representing the shares of Series A-2 Non-Convertible Preferred; and
(3) for that dividends on the shares of the Series A-2 Non-Convertible Preferred shall cease to accumulate on such shares (properly endorsed or assigned for transfer, if Redemption Date unless the Board of Trustees requires and Corporation defaults in the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; .
(FB) that dividends on Each Holder shall surrender the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions certificate or certificates representing all shares of this Statement under which such redemption is made. If fewer than all RVMTP Shares Series A-2 Non-Convertible Preferred held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify to the number of RVMTP Shares to be redeemed from such Holder and/or Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and Corporation), in the manner specified in such Notice of Redemption. No defect and at the place or places designated in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date the full Redemption Price 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 canceled and retired.
(so long as any conditions precedent to such redemption have been met or waived by C) On and after the Fund)Redemption Date, unless the Fund shall (A) deposit with Corporation defaults in the Calculation and Paying Agent Deposit Securities having an aggregate Market Value payment in full of the Redemption Price, dividends on the date thereof no less than the Redemption Price of the RVMTP Shares Series A-2 Non-Convertible Preferred shall cease to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption accumulate on the Redemption Date. The Fund may direct the Calculation , and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of shall terminate with respect to the RVMTP Shares so called for redemption shall cease and terminate except Series A-2 Non-Convertible Preferred on the Redemption Date, other than the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP SharesPrice, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, ; provided, however, that if the foregoing Redemption Notice shall not prevent have been given and the purchase or acquisition of Outstanding RVMTP Shares pursuant to funds necessary for redemption (including an otherwise lawful purchase or exchange offer made on the same terms to Holders amount in respect of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable will accrue to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default Date) shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times segregated and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been irrevocably deposited in trust with for the Calculation equal and Paying Agent for that purposeratable benefit of the Holders, then, at the close of business on the day on which such funds are segregated and set aside, the Holders shall cease to be stockholders of the Corporation and shall be entitled only to receive the Redemption Price.
Appears in 3 contracts
Samples: Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC)
Procedures for Redemption. (iA) If At least 90 days prior to the Fund shall determine or be required to redeemRedemption Date, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a written notice of redemption (the “Notice of RedemptionRedemption Notice”), by overnight delivery, ) shall be given by first class mail, postage prepaid or by Electronic Means prepaid, to Holders thereof, or request each Holder who is a Holder on the Calculation and Paying Agent, date such notice is given at such Holder’s address as it appears on behalf the stock books of the FundCorporation, provided that no failure to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For give such notice nor any deficiency therein shall affect the avoidance validity of doubt, a Notice the procedure for the redemption of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares any shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Series B Convertible Preferred as to the date fixed for redemption and not less than ten (10) calendar days (Holder or Holders to whom the Corporation has failed to give said notice or to whom such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such notice was defective. The Redemption Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: :
(A1) the Redemption Date; Price;
(B2) that the applicable Redemption Price on a per share basis; (C) Holder is to surrender to the Series and number of RVMTP Shares to be redeemed; (D) Corporation, in the CUSIP number for RVMTP Shares of such Series; (E) if applicablemanner, at the place or places where and at the certificate(sprice designated, its certificate or certificates representing the shares of Series B Convertible Preferred; and
(3) for that dividends on the shares of the Series B Convertible Preferred shall cease to accumulate on such shares (properly endorsed or assigned for transfer, if Redemption Date unless the Board of Trustees requires and Corporation defaults in the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; .
(FB) that dividends on Each Holder shall surrender the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions certificate or certificates representing all shares of this Statement under which such redemption is made. If fewer than all RVMTP Shares Series B Convertible Preferred held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify to the number of RVMTP Shares to be redeemed from such Holder and/or Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and Corporation), in the manner specified in such Notice of Redemption. No defect and at the place or places designated in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date the full Redemption Price 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 canceled and retired.
(so long as any conditions precedent to such redemption have been met or waived by C) On and after the Fund)Redemption Date, unless the Fund shall (A) deposit with Corporation defaults in the Calculation and Paying Agent Deposit Securities having an aggregate Market Value payment in full of the Redemption Price, dividends on the date thereof no less than the Redemption Price of the RVMTP Shares Series B Convertible Preferred shall cease to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption accumulate on the Redemption Date. The Fund may direct the Calculation , and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of shall terminate with respect to the RVMTP Shares so called for redemption shall cease and terminate except Series B Convertible Preferred on the Redemption Date, other than the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP SharesPrice, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, ; provided, however, that if the foregoing Redemption Notice shall not prevent have been given and the purchase or acquisition of Outstanding RVMTP Shares pursuant to funds necessary for redemption (including an otherwise lawful purchase or exchange offer made on the same terms to Holders amount in respect of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable will accrue to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default Date) shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times segregated and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been irrevocably deposited in trust with for the Calculation equal and Paying Agent for that purposeratable benefit of the Holders, then, at the close of business on the day on which such funds are segregated and set aside, the Holders shall cease to be stockholders of the Corporation and shall be entitled only to receive the Redemption Price.
Appears in 3 contracts
Samples: Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Cig Media LLC)
Procedures for Redemption. (iA) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), At least thirty (b30) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation days and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five sixty (3560) calendar days prior to the date fixed for any redemption and not of the Junior Preferred Stock, written notice (the “Redemption Notice”) shall be given by first class mail, postage prepaid, to each Holder of record on the record date fixed for such redemption of the Junior Preferred Stock at such Holder’s address as it appears on the stock books of the Corporation, PROVIDED that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any shares of Junior Preferred Stock to be redeemed except as to the Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was defective. The Redemption Notice shall state:
a. that the redemption is pursuant to paragraph (e)(i)(A) hereof;
b. the Redemption Price;
c. whether all or less than ten (10) calendar days (or such shorter or longer period as may be consented to by all the outstanding shares of the Holders Junior Preferred Stock are to be redeemed and the total number of shares of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to Junior Preferred Stock being redeemed;
d. the date fixed for redemption pursuant redemption;
e. that the Holder is to Section 2.6(c) surrender to the Corporation, in such Notice the manner, at the place or places and at the price designated, his certificate or certificates representing the shares of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares Junior Preferred Stock to be redeemed; (D) and
f. that dividends on the CUSIP number for RVMTP Shares shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are Junior Preferred Stock to be surrendered for redeemed shall cease to accumulate on such Redemption Date unless the Corporation defaults in the payment of the Redemption Price; .
(FB) that dividends on Each Holder of Junior Preferred Stock shall surrender the RVMTP Shares certificate or certificates representing such shares of Junior Preferred Stock to be redeemed will cease to accumulate from and after such Redemption Date; and the Corporation, duly endorsed (G) or otherwise in proper form for transfer, as determined by the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemedCorporation), the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect and at the place designated in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date the full Redemption Price 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 canceled and retired. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.
(so long as any conditions precedent to such C) On and after the Redemption Date, unless the Corporation defaults in the payment in full of the applicable redemption have been met or waived by the Fund)price, the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value dividends on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares Junior Preferred Stock called for redemption shall cease to accumulate on the Redemption Date. The Fund may direct the Calculation , and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of redeemed shares shall terminate with respect thereto on the RVMTP Shares so called for redemption shall cease and terminate except Redemption Date, other than the right of the Holders thereof to receive the Redemption Price thereof Price, without interest; PROVIDED, HOWEVER, that if a notice of redemption shall have been given as provided in paragraph (iii)(A) above and such RVMTP Shares shall no longer be deemed Outstanding the funds necessary for any purpose whatsoever redemption (other than (A) the transfer thereof prior including an amount in respect of all dividends that will accrue to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund ) shall be entitled to receive, promptly after have been segregated and irrevocably deposited in trust for the Redemption Date, any Deposit Securities in excess equal and ratable benefit of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only shares to be redeemed, then, at the Fund for payment close of business on the day on which such funds are segregated and set aside, the Holders of the Redemption Price thereof. The Fund shares to be redeemed shall cease to be stockholders of the Corporation and shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled only to receive the Optional Redemption Price for such RVMTP SharesPrice, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 3 contracts
Samples: Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.)
Procedures for Redemption. (iA) If At least 90 days prior to the Fund shall determine or be required to redeemRedemption Date, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a written notice of redemption (the “Notice of RedemptionRedemption Notice”), by overnight delivery, ) shall be given by first class mail, postage prepaid or by Electronic Means prepaid, to Holders thereof, or request each Holder who is a Holder on the Calculation and Paying Agent, date such notice is given at such Holder’s address as it appears on behalf the stock books of the FundCorporation, provided that no failure to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For give such notice nor any deficiency therein shall affect the avoidance validity of doubt, a Notice the procedure for the redemption of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares any shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Series C Convertible Preferred as to the date fixed for redemption and not less than ten (10) calendar days (Holder or Holders to whom the Corporation has failed to give said notice or to whom such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such notice was defective. The Redemption Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: :
(A1) the Redemption Date; Price;
(B2) that the applicable Redemption Price on a per share basis; (C) Holder is to surrender to the Series and number of RVMTP Shares to be redeemed; (D) Corporation, in the CUSIP number for RVMTP Shares of such Series; (E) if applicablemanner, at the place or places where and at the certificate(sprice designated, its certificate or certificates representing the shares of Series C Convertible Preferred; and
(3) for that dividends on the shares of the Series C Convertible Preferred shall cease to accumulate on such shares (properly endorsed or assigned for transfer, if Redemption Date unless the Board of Trustees requires and Corporation defaults in the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; .
(FB) that dividends on Each Holder shall surrender the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions certificate or certificates representing all shares of this Statement under which such redemption is made. If fewer than all RVMTP Shares Series C Convertible Preferred held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify to the number of RVMTP Shares to be redeemed from such Holder and/or Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and Corporation), in the manner specified in such Notice of Redemption. No defect and at the place or places designated in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date the full Redemption Price 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 canceled and retired.
(so long as any conditions precedent to such redemption have been met or waived by C) On and after the Fund)Redemption Date, unless the Fund shall (A) deposit with Corporation defaults in the Calculation and Paying Agent Deposit Securities having an aggregate Market Value payment in full of the Redemption Price, dividends on the date thereof no less than the Redemption Price of the RVMTP Shares Series C Convertible Preferred shall cease to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption accumulate on the Redemption Date. The Fund may direct the Calculation , and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of shall terminate with respect to the RVMTP Shares so called for redemption shall cease and terminate except Series C Convertible Preferred on the Redemption Date, other than the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP SharesPrice, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, ; provided, however, that if the foregoing Redemption Notice shall not prevent have been given and the purchase or acquisition of Outstanding RVMTP Shares pursuant to funds necessary for redemption (including an otherwise lawful purchase or exchange offer made on the same terms to Holders amount in respect of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable will accrue to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default Date) shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times segregated and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been irrevocably deposited in trust with for the Calculation equal and Paying Agent for that purposeratable benefit of the Holders, then, at the close of business on the day on which such funds are segregated and set aside, the Holders shall cease to be stockholders of the Corporation and shall be entitled only to receive the Redemption Price.
Appears in 3 contracts
Samples: Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Cig Media LLC)
Procedures for Redemption. (iA) If At least 90 days prior to the Fund shall determine or be required to redeemRedemption Date, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a written notice of redemption (the “Notice of RedemptionRedemption Notice”), by overnight delivery, ) shall be given by first class mail, postage prepaid or by Electronic Means prepaid, to Holders thereof, or request each Holder who is a Holder on the Calculation and Paying Agent, date such notice is given at such Holder’s address as it appears on behalf the stock books of the FundCorporation, provided that no failure to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For give such notice nor any deficiency therein shall affect the avoidance validity of doubt, a Notice the procedure for the redemption of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares any shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Series A-1 Convertible Preferred as to the date fixed for redemption and not less than ten (10) calendar days (Holder or Holders to whom the Corporation has failed to give said notice or to whom such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such notice was defective. The Redemption Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: :
(A1) the Redemption Date; Price;
(B2) that the applicable Redemption Price on a per share basis; (C) Holder is to surrender to the Series and number of RVMTP Shares to be redeemed; (D) Corporation, in the CUSIP number for RVMTP Shares of such Series; (E) if applicablemanner, at the place or places where and at the certificate(sprice designated, its certificate or certificates representing the shares of Series A-1 Convertible Preferred; and
(3) for that dividends on the shares of the Series A-1 Convertible Preferred shall cease to accumulate on such shares (properly endorsed or assigned for transfer, if Redemption Date unless the Board of Trustees requires and Corporation defaults in the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; .
(FB) that dividends on Each Holder shall surrender the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions certificate or certificates representing all shares of this Statement under which such redemption is made. If fewer than all RVMTP Shares Series A-1 Convertible Preferred held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify to the number of RVMTP Shares to be redeemed from such Holder and/or Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and Corporation), in the manner specified in such Notice of Redemption. No defect and at the place or places designated in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date the full Redemption Price 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 canceled and retired.
(so long as any conditions precedent to such redemption have been met or waived by C) On and after the Fund)Redemption Date, unless the Fund shall (A) deposit with Corporation defaults in the Calculation and Paying Agent Deposit Securities having an aggregate Market Value payment in full of the Redemption Price, dividends on the date thereof no less than the Redemption Price of the RVMTP Shares Series A-1 Convertible Preferred shall cease to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption accumulate on the Redemption Date. The Fund may direct the Calculation , and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of shall terminate with respect to the RVMTP Shares so called for redemption shall cease and terminate except Series A-1 Convertible Preferred on the Redemption Date, other than the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP SharesPrice, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, ; provided, however, that if the foregoing Redemption Notice shall not prevent have been given and the purchase or acquisition of Outstanding RVMTP Shares pursuant to funds necessary for redemption (including an otherwise lawful purchase or exchange offer made on the same terms to Holders amount in respect of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable will accrue to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default Date) shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times segregated and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been irrevocably deposited in trust with for the Calculation equal and Paying Agent for that purposeratable benefit of the Holders, then, at the close of business on the day on which such funds are segregated and set aside, the Holders shall cease to be stockholders of the Corporation and shall be entitled only to receive the Redemption Price.
Appears in 3 contracts
Samples: Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Cig Media LLC)
Procedures for Redemption. (iA) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), At least thirty (b30) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation days and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five sixty (3560) calendar days prior to the date fixed for redemption and not of the Convertible Preferred Stock, written notice (the “Redemption Notice”) shall be given by first class mail, postage prepaid, to each Holder of record on the record date fixed for such redemption of the Convertible Preferred Stock at such Holder’s address as it appears on the stock books of the Corporation, provided that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any shares of Convertible Preferred Stock to be redeemed except as to the Holder or Holders to whom the Corporation has failed to give said notice or to whom such notice was defective. The Redemption Notice shall state:
(1) that the redemption is pursuant to paragraph (e)(i)(A) hereof;
(2) the Redemption Price;
(3) whether all or less than ten (10) calendar days (or such shorter or longer period as may be consented to by all the outstanding shares of the Holders Convertible Preferred Stock are to be redeemed and the total number of shares of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7Convertible Preferred Stock being redeemed;
(4) prior to the date fixed for redemption pursuant redemption;
(5) that the Holder is to Section 2.6(c) surrender to the Corporation, in such Notice the manner, at the place or places and at the price designated, his certificate or certificates representing the shares of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares Convertible Preferred Stock to be redeemed; and
(D6) that dividends on the CUSIP number for RVMTP Shares shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are Convertible Preferred Stock to be surrendered for redeemed shall cease to accumulate on such Redemption Date unless the Corporation defaults in the payment of the Redemption Price; .
(FB) that dividends on Each Holder of Convertible Preferred Stock shall surrender the RVMTP Shares certificate or certificates representing such shares of Convertible Preferred Stock to be redeemed will cease to accumulate from and after such Redemption Date; and the Corporation, duly endorsed (G) or otherwise in proper form for transfer, as determined by the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemedCorporation), the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect and at the place designated in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date (so long the full Redemption Price for such shares shall be payable in cash to the Person whose name appears on such certificate or certificates as any conditions precedent to such redemption have been met or waived by the Fund)owner thereof, and each surrendered certificate shall be canceled and retired. In the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.
(C) On and after the Redemption Price Date, unless the Corporation defaults in the payment in full of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to Price, dividends on the Holders of the RVMTP Shares Convertible Preferred Stock called for redemption shall cease to accumulate on the Redemption Date. The Fund may direct the Calculation , and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of redeemed shares shall terminate with respect thereto on the RVMTP Shares so called for redemption shall cease and terminate except Redemption Date, other than the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP SharesPrice, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, ; provided, however, that if a notice of redemption shall have been given as provided in paragraph (ii)(A) above and the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to funds necessary for redemption (including an otherwise lawful purchase or exchange offer made on the same terms to Holders amount in respect of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable will accrue to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default Date) shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times segregated and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been irrevocably deposited in trust with for the Calculation equal and Paying Agent for that purposeratable benefit of the Holders of the shares to be redeemed, then, at the close of business on the day on which such funds are segregated and set aside, the Holders of the shares to be redeemed shall cease to be stockholders of the Corporation and shall be entitled only to receive the Redemption Price.
Appears in 3 contracts
Samples: Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.)
Procedures for Redemption. (iA) If At least 90 days prior to the Fund shall determine or be required to redeemRedemption Date, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a written notice of redemption (the “Notice of RedemptionRedemption Notice”), by overnight delivery, ) shall be given by first class mail, postage prepaid or by Electronic Means prepaid, to Holders thereof, or request each Holder who is a Holder on the Calculation and Paying Agent, date such notice is given at such Holder’s address as it appears on behalf the stock books of the FundCorporation, provided that no failure to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For give such notice nor any deficiency therein shall affect the avoidance validity of doubt, a Notice the procedure for the redemption of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares any shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Series G Convertible Preferred as to the date fixed for redemption and not less than ten (10) calendar days (Holder or Holders to whom the Corporation has failed to give said notice or to whom such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such notice was defective. The Redemption Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: :
(A1) the Redemption Date; Price;
(B2) that the applicable Redemption Price on a per share basis; (C) Holder is to surrender to the Series and number of RVMTP Shares to be redeemed; (D) Corporation, in the CUSIP number for RVMTP Shares of such Series; (E) if applicablemanner, at the place or places where and at the certificate(sprice designated, its certificate or certificates representing the shares of Series G Convertible Preferred; and
(3) for that dividends on the shares of the Series G Convertible Preferred shall cease to accumulate on such shares (properly endorsed or assigned for transfer, if Redemption Date unless the Board of Trustees requires and Corporation defaults in the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; .
(FB) that dividends on Each Holder shall surrender the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions certificate or certificates representing all shares of this Statement under which such redemption is made. If fewer than all RVMTP Shares Series G Convertible Preferred held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify to the number of RVMTP Shares to be redeemed from such Holder and/or Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and Corporation), in the manner specified in such Notice of Redemption. No defect and at the place or places designated in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date the full Redemption Price 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 canceled and retired.
(so long as any conditions precedent to such redemption have been met or waived by C) On and after the Fund)Redemption Date, unless the Fund shall (A) deposit with Corporation defaults in the Calculation and Paying Agent Deposit Securities having an aggregate Market Value payment in full of the Redemption Price, dividends on the date thereof no less than the Redemption Price of the RVMTP Shares Series G Convertible Preferred shall cease to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption accumulate on the Redemption Date. The Fund may direct the Calculation , and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of shall terminate with respect to the RVMTP Shares so called for redemption shall cease and terminate except Series G Convertible Preferred on the Redemption Date, other than the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP SharesPrice, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, ; provided, however, that if the foregoing Redemption Notice shall not prevent have been given and the purchase or acquisition of Outstanding RVMTP Shares pursuant to funds necessary for redemption (including an otherwise lawful purchase or exchange offer made on the same terms to Holders amount in respect of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable will accrue to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default Date) shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times segregated and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been irrevocably deposited in trust with for the Calculation equal and Paying Agent for that purposeratable benefit of the Holders, then, at the close of business on the day on which such funds are segregated and set aside, the Holders shall cease to be stockholders of the Corporation and shall be entitled only to receive the Redemption Price.
Appears in 2 contracts
Samples: Put/Call Agreement (NBC Universal, Inc.), Put/Call Agreement (Cig Media LLC)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), any redemption will be mailed by overnight delivery, by first class mailthe Trust, postage prepaid or by Electronic Means to Holders thereofprepaid, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than 30 nor more than thirty-five (35) calendar 60 days prior to the date fixed Series C Redemption Date, addressed to the holders of record of the Series C Preferred Shares to be redeemed at their addresses as they appear on the share transfer records of the Trust. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption and not less than ten (10) calendar days (of any Series C Preferred Shares except as to the holder to whom the Trust has failed to give notice or such shorter except as to the holder to whom notice was defective. In addition to any information required by law or longer period as by the applicable rules of any exchange upon which Series C Preferred Shares may be consented listed or admitted to by all of the Holders of the RVMTP Shares of trading, such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption notice shall state: (Aa) the Series C Redemption Date; (B) the applicable Redemption Price on a per share basis; (Cb) the Series and C Redemption Price; (c) the number of RVMTP Series C Preferred Shares to be redeemed; (Dd) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) certificates for such shares are to be surrendered for payment of the Series C Redemption Price; and (e) that distributions on the shares to be redeemed will cease to accumulate on the Series C Redemption Date.
(ii) If notice has been mailed in accordance with Section 13.3(b)(5)(B)(i) above and provided that on or before the Series C Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Trust, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Series C Preferred Shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series C Redemption Date, distributions on the Series C Preferred Shares so called for redemption shall cease to accumulate, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series C Preferred Shares and all rights of the holders thereof as shareholders of the Trust (except the right to receive the Series C Redemption Price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any Series C Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Board of Trustees requires Trust shall so require and the Notice of Redemption states) are to notice shall so state), such Series C Preferred Shares shall be surrendered for payment of redeemed by the Trust at the Series C Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If In case fewer than all RVMTP the Series C Preferred Shares held represented by any Holder such certificate are to be redeemed, a new certificate or certificates shall be issued representing the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP unredeemed Series C Preferred Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price without cost to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Dateholder thereof.
(iii) Upon Any funds deposited with a bank or trust company for the date purpose of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP redeeming Series C Preferred Shares shall no longer be deemed Outstanding for any purpose whatsoever irrevocable except that:
(other than (Aa) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund Trust shall be entitled to receivereceive from such bank or trust company the interest or other earnings, promptly after if any, earned on any money so deposited in trust, and the Redemption Date, holders of any Deposit Securities in excess shares redeemed shall have no claim to such interest or other earnings; and
(b) any balance of monies so deposited by the Trust and unclaimed by the holders of the aggregate Redemption Price of the RVMTP Series C Preferred Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed entitled thereto at the end expiration of three hundred sixty-five (365) calendar days two years from the applicable Series C Redemption Date shallshall be repaid, together with any interest or other earnings earned thereon, to the extent permitted by lawTrust, be and after any such repayment, the holders of the shares entitled to the funds so repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption Trust shall look only to the Fund Trust for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any without interest on the Deposit Securities so depositedor other earnings.
(iv) On or after No Series C Preferred Shares may be redeemed except with funds legally available for the payment of the Series C Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemedPrice.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all Unless full accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Series C Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or contemporaneously are contemporaneously declared and paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other a sum sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends thereof set apart for payment for all past Distribution Periods and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such then current Distribution Period, no Series C Preferred Shares in accordance with shall be redeemed (unless all outstanding Series C Preferred Shares are simultaneously redeemed) or purchased or otherwise acquired directly or indirectly (except by conversion into or exchange for capital shares of the terms of such Trust ranking junior to the Series C Preferred Shares, Shares as to distributions and upon liquidation); provided, however, that the foregoing shall not prevent the redemption of Series C Preferred Shares pursuant to Article VII of the Declaration of Trust or the purchase or acquisition of Outstanding RVMTP Series C Preferred Shares pursuant to an otherwise lawful a purchase or exchange offer made on the same terms to Holders holders of all Outstanding RVMTP Shares and any other series outstanding shares of Series C Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidShares.
(vi) To If the extent that any redemption for which Series C Redemption Date is after a Notice of Redemption has been provided is not made by reason of Record Date and before the absence of legally available funds therefor in accordance with related Quarterly Distribution Date, the Declaration, this Statement and applicable law, distribution payable on such redemption Quarterly Distribution Date shall be made as soon as practicable paid to the extent such funds become available. In holder in whose name the case of any redemption pursuant Series C Preferred Shares to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied redeemed are registered at the time or times and in the manner specified in such Notice close of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid business on such RVMTP Shares Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Distribution Date or the Trust's default in accordance with their terms if Deposit Securities for the payment of the Redemption Price distribution due.
(vii) In case of redemption of less than all Series C Preferred Shares at the time outstanding, the Series C Preferred Shares to be redeemed shall be selected pro rata from the holders of record of such RVMTP shares in proportion to the number of Series C Preferred Shares shall not have been deposited in trust held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Calculation and Paying Agent for that purposeTrust.
Appears in 2 contracts
Samples: Merger Agreement (Equity Residential Properties Trust), Merger Agreement (Equity Residential Properties Trust)
Procedures for Redemption. (i1) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”)any redemption will be (a) given by publication in a newspaper of general circulation in the City of New York, by overnight deliveryNew York, by first class mail, postage prepaid or by Electronic Means such publication to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, be made once a Notice of Redemption shall week for two successive weeks commencing not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than 30 nor more than thirty-five (35) calendar 60 days prior to the date fixed for redemption Series A Redemption Date, and (b) mailed by the Corporation, postage prepaid, not less than ten (10) calendar 30 nor more than 60 days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Series A Redemption Date”), addressed to the respective holders of record of the Series A Preferred to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. Each No failure to give such Notice notice or any defect therein or in the mailing thereof shall affect the validity of Redemption the proceedings for the redemption of any Series A Preferred except as to the holder to whom the Corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which Series A Preferred may be listed or admitted to trading, such notice shall state: (Aa) the Series A Redemption Date; (B) the applicable Redemption Price on a per share basis; (Cb) the Series and number of RVMTP Shares to be redeemedA Redemption Price; (Dc) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where certificates for Series A Preferred are to be surrendered for payment of the certificate(sSeries A Redemption Price; and (d) that dividends on the Series A Preferred will cease to accumulate on the Series A Redemption Date.
(2) If notice of redemption of the Series A Preferred has been published and mailed in accordance with subparagraph (v)(B)(1) above and provided that on or before the Series A Redemption Date specified in such notice all funds necessary for such shares redemption shall have been irrevocably set aside by the Corporation, separate and apart from its other funds in trust for the benefit of the holders of the Series A Preferred, so as to be, and to continue to be available therefor, then, from and after the Series A Redemption Date, dividends on the Series A Preferred shall cease to accrue, and the Series A Preferred shall no longer be deemed to be outstanding and all rights of the holders thereof as stockholders of the Corporation (except the right to receive the Series A Redemption Price) shall terminate. Upon surrender, in accordance with said notice, of the certificates for the Series A Preferred (properly endorsed or assigned for transfer, if the Board of Trustees requires Corporation shall so require and the Notice of Redemption states) are to notice shall so state), the Series A Preferred shall be surrendered for payment of redeemed by the Corporation at the Series A Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii3) If The deposit of funds with a bank or trust company for the purpose of redeeming Series A Preferred shall be irrevocable except that:
(1a) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund Corporation shall be entitled to receivereceive from such bank or trust company the interest or other earnings, promptly after if any, earned on any money so deposited in trust, and the Redemption Date, holders of any Deposit Securities in excess shares redeemed shall have no claim to such interest or other earnings; and
(b) any balance of moneys so deposited by the Corporation and unclaimed by the holders of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed Series A Preferred entitled thereto at the end expiration of three hundred sixty-five (365) calendar days two years from the applicable Series A Redemption Date shallshall be repaid, together with any interest or other earnings earned thereon, to the extent permitted by lawCorporation, be and after any such repayment, the holders of the shares entitled to the funds so repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption Corporation shall look only to the Fund Corporation for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any without interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidearnings.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 2 contracts
Samples: Rights Agreement (Vestin Realty Trust I, Inc), Rights Agreement (Vestin Realty Trust II, Inc)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP VMTP Shares of a Series pursuant to Section 2.6(a2.5(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP VMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.72.6) prior to the date fixed for redemption pursuant to Section 2.6(c2.5(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP VMTP Shares to be redeemed; (D) the CUSIP number for RVMTP VMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP VMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP VMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP VMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c2.5(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv)Redemption, then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP VMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP VMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP VMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP VMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi2.5(e)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP VMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP VMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP VMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP VMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP VMTP Shares, without interest, and and, in the case of a redemption of fewer than all the RVMTP VMTP Shares represented by such certificate(s), a new certificate representing the RVMTP VMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.62.5, except as otherwise required by law, the Fund shall not redeem any RVMTP VMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP VMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP VMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP VMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP VMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP VMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement Statement, and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c2.5(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP VMTP Shares, dividends may be declared and paid on such RVMTP VMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP VMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 2 contracts
Samples: Bylaws (PIMCO Flexible Municipal Income Fund), Bylaws (PIMCO Flexible Municipal Income Fund)
Procedures for Redemption. (a) If the aggregate percentage of Shares Beneficially Owned by the Class A Holders is less than the percentage permitted under Section 310 to be Beneficially Owned by Aliens, the Company will not redeem any Shares Beneficially Owned by the Class A Holders pursuant to Section 2.2 of ARTICLE SIXTH of the Articles, provided that notwithstanding the foregoing, the Company may, after consultation in good faith with each of the Class A Holders to consider alternatives to such redemption, redeem Shares Beneficially Owned by the Class A Holders if and to the extent that the outstanding shares of Class A Stock represent Votes constituting greater than 20% of the aggregate Voting Power of the Company, in each case at such time, and if, after considering all reasonable alternatives, the failure to redeem such Shares would have a material adverse effect on the Company as reflected in a resolution certified to the Class A Holders by a determination made in good faith by the Independent Directors.
(i) If at any time the Fund shall determine or be required Company should invoke its right to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c)redeem its capital stock, the Fund Company shall deliver a notice of redemption (the “Notice of Redemption”), unless prohibited by overnight delivery, by Applicable Law first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed designate for redemption and not less capital stock other than ten (10) calendar days (or such shorter or longer period as may be consented to by all shares of the Holders of the RVMTP Shares of such SeriesClass A Stock, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed before designating for redemption pursuant to Section 2.6(c) in such Notice any shares of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawClass A Stock.
(ii) If the Company issues Redemption Securities in full or partial payment of the redemption price for shares of Class A Stock in a circumstance in which Section 7.4(b)(i) hereof or Section 2.2(f) of ARTICLE SIXTH of the Articles requires adjustment under Article IX of this Agreement, then principal payments under such Redemption Securities shall be adjusted to comply with the requirements of Article IX such that the Class A Holders shall receive an amount equal to the principal amount of such Redemption Securities.
(1c) The Company shall take all reasonable measures to permit the Fund Class A Holders to obtain or maintain their Percentage Ownership Interest in accordance with Applicable Laws of the United States, including applying for a waiver of the restrictions on Alien ownership set forth in Section 310 if there is a reasonable possibility of obtaining such a waiver.
(i) On or prior to April 26, 1999, the Company shall give a Notice of Redemption or (2) have the Fund is required to redeem RVMTP Shares on right, at any time during which the Mandatory Tender Date Company has the right pursuant to Section 2.6(a)(iv)7.4(a) hereof to redeem shares of Class A Stock in accordance with Section 2.2 of ARTICLE SIXTH of the Articles and following a determination by the Board of Directors that such redemption is necessary or advisable to comply with the requirements of Section 310, then at any time from and after to deliver a notice (a "Required Sale Notice") to the giving Class A Holders requiring them to sell (a "Surplus Shares Sale") that number of shares of Class A Stock (the "Surplus Shares") necessary so that, immediately following such Notice Surplus Shares Sale, the aggregate Percentage Ownership Interest of Redemption the Class A Holders shall be 20% or Notice such greater percentage specified in such notice as being necessary or advisable for the Class A Holders to attain in order to comply with the requirements of Mandatory TenderSection 310.
(ii) Upon receipt of the Required Sale Notice, the Class A Holders shall sell the Surplus Shares in third party or open market sales. The Surplus Shares Sale shall be conducted as promptly as practicable following receipt of the Required Sale Notice, but in no event later than 120 days following the date of receipt thereof, as applicable, and prior extended day for day for each day that such sales are actually delayed during such time period because (i) the Surplus Shares cannot be sold due to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price anti-fraud rules of the RVMTP Shares to be redeemed on U.S. securities laws, or (ii) the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders Company has delayed a proposed registration of the RVMTP Surplus Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent in accordance with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) Section 1.4 of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender DateAmended and Restated Registration Rights Agreement.
(iii) Upon Each Class A Holder selling Surplus Shares shall, promptly upon the date conclusion of the deposit Surplus Shares Sale, deliver to the Company a notice stating that such Surplus Shares Sale has been concluded and indicating the total amount of consideration received therefrom (the "Total Realized Amount") for the Surplus Shares sold in such sale. Following receipt of such Deposit Securitiesnotice, all rights of the Holders of Company shall pay (a "Supplementary Payment") to each Class A Holder selling Surplus Shares the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Dateexcess, which accumulated dividendsif any, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Formula Price of applicable to such Surplus Shares over the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five Total Realized Amount (365) calendar days from the Redemption Date shall, in each case as modified to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity comply with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares requirements of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidSection 9.2).
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 2 contracts
Samples: Stockholders' Agreement (Deutsche Telekom Ag), Stockholders' Agreement (Sprint Corp)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), any redemption will be mailed by overnight delivery, by first class mailthe Corporation, postage prepaid or by Electronic Means to Holders thereofprepaid, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than 30 nor more than thirty-five (35) calendar 90 days prior to the date fixed Redemption Date, addressed to the holders of record of the Series A Preferred Stock to be redeemed at their addresses as they appear on the share transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption and not less than ten (10) calendar days (of any Series A Preferred Stock except as to the holder to whom the Corporation has failed to give notice or such shorter except as to the holder to whom notice was defective. In addition to any information required by law or longer period as by the applicable rules of any exchange upon which Series A Preferred Stock may be consented listed or admitted to by all of the Holders of the RVMTP Shares of trading, such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption notice shall state: (Aa) the Redemption Date; (Bb) the applicable Redemption Price on a per share basisPrice; (Cc) the Series and number of RVMTP Shares shares of Series A Preferred Stock to be redeemed; (Dd) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) certificates for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (Fe) that dividends the date on which conversion rights shall expire, the RVMTP Shares conversion price and the place or places where certificates for such shares are to be redeemed will cease to accumulate from and after such Redemption Datesurrendered for conversion; and (Gf) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from shares of Common Stock of the Corporation outstanding on the date of such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawnotice.
(ii) If notice has been mailed in accordance with subparagraph (15)(b)(i) above and provided that on or before the Fund Redemption Date specified in such notice all funds necessary for such redemption shall give a Notice have been irrevocably set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of Redemption or (2) the Fund is required holders of the Series A Preferred Stock so called for redemption, so as to redeem RVMTP Shares on the Mandatory Tender Date pursuant be, and to Section 2.6(a)(iv)continue to be available therefor, then at any time then, from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that distributions shall no longer accrue on said shares and said shares shall no longer be deemed to be outstanding and shall not have the proceeds status of any such investment shall be available at Series A Preferred Stock and all rights of the opening holders thereof as shareholders of business on the Corporation (except the right to receive the Redemption Date as same-day fundsPrice) shall cease. Notwithstanding the provisions of clause (A) Upon surrender, in accordance with said notice, of the preceding sentencecertificates for any shares of Series A Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the Redemption Date is either Corporation shall so require and the Term Redemption Datenotice shall so state), or a Mandatory Tender Date, then such deposit shares of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) Series A Preferred Stock shall be made no later redeemed by the Corporation at the Redemption Price. In case fewer than fifteen (15) calendar days prior all the Series A Preferred Stock represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed Series A Preferred Stock without cost to the Term Redemption Date or such Mandatory Tender Dateholder thereof.
(iii) Upon Any funds deposited with a bank or trust company for the date purpose of the deposit redeeming shares of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption Series A Preferred Stock shall cease and terminate be irrevocable except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than that:
(A) the transfer thereof prior 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 the holders of any shares redeemed shall have no claim to such interest or other earnings;
(B) any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series A Preferred Stock entitled thereto at the expiration of one year from the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receiverepaid, promptly after the Redemption Date, together with any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shallinterest or other earnings earned thereon, to the extent permitted by lawCorporation, be and after any such repayment, the holders of the shares entitled to the funds so repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption Corporation shall look only to the Fund Corporation for payment of without interest or other earnings; and
(C) any funds set aside to redeem Series A Preferred Stock that is converted into Common Stock prior to the Redemption Price thereof. The Fund Date shall be entitled immediately delivered to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so depositedCorporation.
(iv) On or after No Series A Preferred Stock may be redeemed except with funds legally available for the payment of the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemedPrice.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on Unless a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sum sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such the then current dividend due for the then current Dividend Period is set apart, no shares of Series A Preferred Stock shall be redeemed (unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed) or purchased or otherwise acquired directly or indirectly (except by conversion into or exchange for capital shares of the Corporation ranking junior to the shares of Series A Preferred Stock as to dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, upon liquidation); provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares Series A Preferred Stock pursuant to an otherwise lawful a purchase or exchange offer made on the same terms to Holders holders of all Outstanding RVMTP Shares and any other series outstanding shares of Series A Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidStock.
(vi) To If the extent that any redemption for which Redemption Date is after a Notice of Redemption has been provided is not made by reason of Record Date and before the absence of legally available funds therefor in accordance with related Quarterly Dividend Date, the Declaration, this Statement and applicable law, dividend payable on such redemption Quarterly Dividend Date shall be made as soon as practicable paid to the extent such funds become available. In holder in whose name the case of any redemption pursuant Series A Preferred Stock to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied redeemed are registered at the time or times and in the manner specified in such Notice close of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid business on such RVMTP Shares Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Dividend Date or the Corporation's default in accordance with their terms if Deposit Securities for the payment of the Redemption Price dividend due.
(vii) In case of redemption of less than all of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata from the holders of record of such RVMTP Shares shall not have been deposited shares in trust proportion to the number of shares of Series A Preferred Stock held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Calculation and Paying Agent for that purposeCorporation.
Appears in 2 contracts
Samples: Merger Agreement (Equity Residential Properties Trust), Merger Agreement (Equity Residential Properties Trust)
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i1) If Notice of redemption will be given by the Fund shall determine or be required Managing Member to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Company concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Managing Member sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its Series D Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (Ai) the Redemption Dateredemption date; (Bii) the applicable Redemption Price on a per share basisredemption price; (Ciii) the Series and number of RVMTP Shares Series D Preferred Units to be redeemed; (Div) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series D Preferred Units are to be surrendered for payment of the Redemption Priceredemption price; and (Fv) that dividends distributions on the RVMTP Shares Series D Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which on such redemption is madedate. If fewer less than all RVMTP Shares held by any Holder of the Series D Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder notice shall also specify the number of RVMTP Shares Series D Preferred Units to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Dateredemption date, each Holder of RVMTP Shares in certificated form (the Managing Member shall present and surrender the certificates, if any) that are subject to redemption shall surrender , representing the certificate(s) evidencing such RVMTP Shares Series D Preferred Units to the Fund Company at the place designated in the Notice notice of Redemption redemption and thereupon the redemption price of such Units shall then be entitled paid to receive the Redemption Price for such RVMTP SharesManaging Member and each surrendered Unit certificate, without interestif any, and in the case of a redemption of shall be canceled. If fewer than all the RVMTP Shares Units represented by any such certificate(s)certificate representing Series D Preferred Units are to be redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(v3) Notwithstanding From and after the other provisions redemption date (unless the Company defaults in payment of this Section 2.6the redemption price), all distributions on the Series D Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the Managing Member, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with right to receive the RVMTP Shares with respect to dividends and other distributions unless redemption price thereof (including all accumulated and unpaid dividends distributions up to, but not including, the redemption date), shall cease and other terminate, and such Series D Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Company, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by to the Fundredemption date) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP SharesSeries D Preferred Units so called for redemption in trust for the Managing Member with a bank or trust company, in which case the redemption notice to Managing Member shall (i) or other sufficient securities or funds (in state the case of other Preferred Shares, as applicable) (in accordance with the terms date of such Preferred Shares for deposit, (ii) specify the office of such bank or trust company as the place of payment of the redemption price and (iii) require the Managing Member to surrender the certificates, if any, representing such dividends and other distributionsSeries D Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) shall have been or are contemporaneously deposited with against payment of the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which redemption price (including all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To as the extent that any redemption for date). Any monies so deposited which a Notice remain unclaimed by the Managing Member at the end of Redemption has been provided is not made by reason of two years after the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption date shall be made as soon as practicable returned by such bank or trust company to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposeManaging Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i1) If Notice of redemption will be given by the Fund shall determine or be required Managing Member to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Company concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Managing Member sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its Series A Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (Ai) the Redemption Dateredemption date; (Bii) the applicable Redemption Price on a per share basisredemption price; (Ciii) the Series and number of RVMTP Shares Series A Preferred Units to be redeemed; (Div) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series A Preferred Units are to be surrendered for payment of the Redemption Priceredemption price; and (Fv) that dividends distributions on the RVMTP Shares Series A Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which on such redemption is madedate. If fewer less than all RVMTP Shares held by any Holder of the Series A Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder notice shall also specify the number of RVMTP Shares Series A Preferred Units to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Dateredemption date, each Holder of RVMTP Shares in certificated form (the Managing Member shall present and surrender the certificates, if any) that are subject to redemption shall surrender , representing the certificate(s) evidencing such RVMTP Shares Series A Preferred Units to the Fund Company at the place designated in the Notice notice of Redemption redemption and thereupon the redemption price of such Units shall then be entitled paid to receive the Redemption Price for such RVMTP SharesManaging Member and each surrendered Unit certificate, without interestif any, and in the case of a redemption of shall be canceled. If fewer than all the RVMTP Shares Units represented by any such certificate(s)certificate representing Series A Preferred Units are to be redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(v3) Notwithstanding From and after the other provisions redemption date (unless the Company defaults in payment of this Section 2.6the redemption price), all distributions on the Series A Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the Managing Member, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with right to receive the RVMTP Shares with respect to dividends and other distributions unless redemption price thereof (including all accumulated and unpaid dividends distributions up to the redemption date), shall cease and other terminate, and such Series A Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Company, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by to the Fundredemption date) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP SharesSeries A Preferred Units so called for redemption in trust for the Managing Member with a bank or trust company, in which case the redemption notice to Managing Member shall (i) or other sufficient securities or funds (in state the case of other Preferred Shares, as applicable) (in accordance with the terms date of such Preferred Shares for deposit, (ii) specify the office of such bank or trust company as the place of payment of the redemption price and (iii) require the Managing Member to surrender the certificates, if any, representing such dividends and other distributionsSeries A Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) shall have been or are contemporaneously deposited with against payment of the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which redemption price (including all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To as the extent that any redemption for date). Any monies so deposited which a Notice remain unclaimed by the Managing Member at the end of Redemption has been provided is not made by reason of two years after the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption date shall be made as soon as practicable returned by such bank or trust company to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposeManaging Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a2.6(a)(i), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, Date or a Mandatory Tender Early Term Redemption Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Early Term Redemption Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi2.6(e)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and and, in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement Statement, and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 2 contracts
Samples: Bylaws (PIMCO Flexible Municipal Income Fund), Bylaws (PIMCO Flexible Municipal Income Fund)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation At least 15 days and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar 60 days prior to the date fixed for any redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders Senior Preferred Stock, written notice (the “Redemption Notice”) shall be given by first-class mail, postage prepaid, to each Holder of record on the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the record date fixed for such redemption of the Senior Preferred Stock at such Holder’s address as it appears in the register maintained by the transfer agent for the Senior Preferred Stock, provided that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any shares of Senior Preferred Stock to be redeemed except as to the Holder or Holders to whom the Corporation has failed to give said notice or except as to the Holder or Holders whose notice was defective. The Redemption Notice shall state:
(a) that the redemption is pursuant to Section 2.6(cparagraph (5)(a)(i) in such Notice hereof;
(b) whether all or less than all the outstanding shares of Redemption Senior Preferred Stock are to be redeemed and the total number of shares of Senior Preferred Stock being redeemed;
(c) the redemption price;
(d) the date on which the redemption will occur (the “Redemption Date”). Each such Notice ;
(e) that the Holder is to surrender to the Corporation, in the manner, at the place or places and at the price designated, his certificate or certificates representing the shares of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares Senior Preferred Stock to be redeemed; and
(D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (Ff) that dividends on the RVMTP Shares shares of Senior Preferred Stock to be redeemed will shall cease to accumulate from and after on such Redemption Date; and (G) Date unless the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and Corporation defaults in the manner specified in such Notice payment of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawprice.
(ii) If Each Holder of Senior Preferred Stock shall surrender the certificate or certificates representing such shares of Senior Preferred Stock to the Corporation, duly endorsed (1) or otherwise in proper form for transfer, as determined by the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(ivCorporation), then in the manner and at any time from and after the giving of such Notice of place designated in the Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date (so long the full redemption price for such shares shall be payable in cash to the Person whose name appears on such certificate or certificates as any conditions precedent to such redemption have been met or waived by the Fund)owner thereof, and each surrendered certificate shall be canceled and retired. In the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no event that less than the Redemption Price all of the RVMTP Shares to shares represented by any such certificate are redeemed, a new certificate shall be redeemed issued on the Redemption Date and (B) give representing the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Dateunredeemed shares.
(iii) Upon On and after the date Redemption Date, unless the Corporation defaults in the payment in full of the deposit of such Deposit Securitiesredemption price, dividends on Senior Preferred Stock called for redemption shall cease to accumulate on the Redemption Date, and all rights of the Holders of the RVMTP Shares so called for redemption redeemed shares shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price respect thereto on the Redemption Date). The Fund shall be entitled to receive, promptly after other than the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled right to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, price; provided, however, that if a notice of redemption shall have been given as provided in paragraph (5)(b)(i) above and the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to funds necessary for redemption (including an otherwise lawful purchase or exchange offer made on the same terms to Holders amount in cash in respect of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable will accumulate to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default Date) shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been irrevocably deposited in trust with for the Calculation equal and Paying Agent ratable benefit for that purposethe Holders of the shares of Senior Preferred Stock to be redeemed, then, at the close of business on the Business Day on which such funds are segregated and set aside, the Holders of the shares to be redeemed shall cease to be stockholders of the Corporation and shall be entitled only to receive the redemption price.
Appears in 1 contract
Procedures for Redemption. (iI) If In the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares event that the Corporation redeems shares of a Series E Preferred Stock pursuant to Section 2.6(a)8(c)(i) above, at least fifteen (b15) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation days and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five sixty (3560) calendar days prior to the date fixed for any redemption and not of the Series E Preferred Stock, written notice (the "Redemption Notice") shall be given by first class mail, postage prepaid, to each holder of record on the record date fixed for such redemption of the Series E Preferred Stock at such holder's address as it appears on the stock books of the Corporation; provided, however, that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any shares of Series E Preferred Stock to be redeemed except as to the holder or holders to whom the Corporation has failed to give said notice or except as to the holder or holders whose notice was defective. The Redemption Notice shall state:
(1) the Redemption Price;
(2) whether all or less than ten (10) calendar days (or such shorter or longer period as may be consented to by all the outstanding shares of the Holders Series E Preferred Stock are to be redeemed and the total number of shares of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7Series E Preferred Stock being redeemed;
(3) prior to the date fixed for redemption (the "Redemption Date");
(4) that the holder is to surrender to the Corporation, in the manner, at the place or places and at the price designated, his certificate or certificates representing the shares of Series E Preferred Stock to be redeemed; and
(5) that dividends on the shares of the Series E Preferred Stock to be redeemed shall cease to accumulate on such Redemption Date unless the Corporation defaults in the payment of the Redemption Price.
(1) In the event that a holder of Series E Preferred Stock (the "Redeeming Series E Holder") elects to redeem its shares of Series E Preferred Stock pursuant to Section 2.6(c8(c)(ii) in above, at least fifteen (15) days and not more than sixty (60) days prior to the date of any such Notice redemption of Redemption the Series E Preferred Stock, written notice (the “"Holder's Redemption Notice") shall be given by first class mail, postage prepaid, to the Corporation. The Redemption Notice shall state:
(A) whether all or less than all the outstanding shares of the Series E Preferred Stock are to be redeemed and the total number of shares of the Series E Preferred Stock being redeemed; and
(B) the date of the redemption (the "Redemption Date”"). Each such Notice .
(2) The Corporation shall, within 10 days of receipt of the Holder's Redemption shall state: Notice, send a notice to the Redeeming Series E Holder (the "Corporation's Redemption Notice"), stating:
(A) the Redemption DatePrice; and
(B) that the applicable Redemption Price on a per share basis; (C) Redeeming Series E Holder is to surrender to the Corporation, in the manner, at the place or places and at the price designated, his certificate or certificates representing the shares of Series and number of RVMTP Shares E Preferred Stock to be redeemed; and
(DC) that Dividends on the CUSIP number for RVMTP Shares shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are Series E Preferred Stock to be surrendered for redeemed shall cease to accumulate on the Redemption Date unless the Corporation defaults in the payment of the Redemption Price; .
(FIII) that dividends on the RVMTP Shares Each holder of Series E Preferred Stock redeemed pursuant to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which Section 8(c)(i) or (ii) hereof shall surrender the certificate or certificates representing such redemption is made. If fewer than all RVMTP Shares held shares of Series E Preferred Stock to the Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by any Holder are to be redeemedthe Corporation), the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice Corporation's Redemption Notice, and on the Redemption Date the full Redemption Price 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 canceled and retired. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.
(IV) On and after the Redemption Date, unless the Corporation defaults in the payment in full of the Redemption Price, Dividends on the Series E Preferred Stock called for redemption shall cease to accumulate on the Redemption Date, and all rights of the holders of redeemed shares shall then be entitled terminate with respect thereto on the Redemption Date, other than the right to receive the Redemption Price for such RVMTP SharesPrice, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, ; provided, however, that if notices of redemption shall have been given as provided in Section 8(c)(iii)(I) and (II) above and the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to funds necessary for redemption (including an otherwise lawful purchase or exchange offer made on the same terms to Holders amount in respect of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable will accrue to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default Date) shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been irrevocably deposited in trust for the equal and ratable benefit for the holders of the shares to be redeemed, then, at the close of business on the day on which such funds are segregated and set aside, the holders of the shares to be redeemed shall cease to be stockholders of the Corporation, shall have no interest in or claims against the Corporation by virtue thereof and shall have no rights with respect thereto, except the Calculation right to receive the Redemption Price, without interest, upon surrender (and Paying Agent for that purposeendorsement, if required by the Corporation) of their certificates, and the shares evidenced thereby shall no longer be outstanding.
Appears in 1 contract
Samples: Share Exchange Agreement (Guardian International Inc)
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i1) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a No separate notice of redemption need be given by the General Partner to the Partnership.
(2) On or after the “Notice redemption date, the General Partner shall present and surrender the certificates, if any, representing the Series A Preferred Units to the Partnership and thereupon the redemption price of Redemption”such Units shall be paid to the General Partner and each surrendered Unit certificate, if any, shall be canceled. If fewer than all the Units represented by any such certificate representing Series A Preferred Units are to be redeemed, a new certificate shall be issued representing the unredeemed Units.
(3) From and after the redemption date (unless the Partnership defaults in payment of the redemption price), by overnight delivery, by first class mail, postage prepaid or by Electronic Means all distributions on the Series A Preferred Units designated for redemption in such notice shall cease to Holders thereof, or request the Calculation accumulate and Paying Agent, on behalf all rights of the FundGeneral Partner, except the right to promptly do so by overnight deliveryreceive the redemption price thereof (including all accumulated and unpaid distributions up to but excluding the redemption date), by first class mailshall cease and terminate, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). and such Series A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent Preferred Units shall not be deemed to be a vote required by Section 2.7) outstanding for any purpose whatsoever. At its election, the Partnership, prior to a redemption date, may irrevocably deposit the date fixed redemption price (including accumulated and unpaid distributions to but not including the redemption date) of the Series A Preferred Units so called for redemption pursuant in trust for the General Partner with a bank or trust company, in which case the redemption notice to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund General Partner shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on state the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and such deposit, (B) give specify the Calculation and Paying Agent irrevocable instructions and authority to pay office of such bank or trust company as the applicable Redemption Price to the Holders place of payment of the RVMTP Shares called for redemption on price and (C) require the Redemption Date. The Fund may direct General Partner to surrender the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentencecertificates, if any, representing such Series A Preferred Units at such place on or about the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then date fixed in such deposit of Deposit Securities redemption notice (which may come in whole or in part from the Term Redemption Liquidity Account) shall not be made no later than fifteen the redemption date) against payment of the redemption price (15) calendar days prior including all accumulated and unpaid distributions to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares redemption date). Any monies so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, deposited which accumulated dividends, unless previously declared and paid as contemplated remain unclaimed by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed General Partner at the end of three hundred sixty-five (365) calendar days from two years after the Redemption Date shall, redemption date shall be returned by such bank or trust company to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so depositedPartnership.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Samples: Limited Partnership Agreement (CoreSite Realty Corp)
Procedures for Redemption. (ia) If Notice of redemption will be given by the Fund shall determine Company, addressed to the respective holders of record of the Preferred Units to be redeemed. No failure to give such notice or be required to redeem, in whole any defect thereof or in partthe sending thereof shall affect the validity of the proceedings for the redemption of any of the Preferred Units except as to the holder to whom notice was defective or not given. Upon the Company’s provision of written notice, RVMTP Shares by any means set forth in Section 4.4 below, as to the effective date of the redemption, accompanied by a Series pursuant check or electronic transfer in the amount of the full Redemption Price through such effective date to Section 2.6(a)which each record holder of Preferred Units is entitled, such Preferred Units shall be redeemed and shall no longer be deemed outstanding the Company and all rights of the holders of such Units will terminate.
(b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), In addition to any information required by overnight delivery, by first class mail, postage prepaid law or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf applicable rules of any exchange upon which the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as Preferred Units may be consented listed or admitted to by all of the Holders of the RVMTP Shares of trading, such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption notice shall state: (Ai) the Redemption Date; (Bii) the applicable Redemption Price on a per share basisPrice; (Ciii) the Series and Redemption Premium, if any; (iv) the number of RVMTP Shares Preferred Units to be redeemed; (Dv) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Preferred Units are to be surrendered (if so required in the notice) for payment of the Redemption Price; and (Fvi) that dividends distributions on the RVMTP Shares interests to be redeemed will cease to accumulate from and after accrue on such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer less than all RVMTP Shares of the Preferred Units held by any Holder are holder is to be redeemed, the Notice of Redemption delivered notice sent to such Holder holder shall also specify the number of RVMTP Shares Preferred Units held by such holder to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(iic) If (1) notice of redemption of any of the Fund shall give a Notice Preferred Units has been given and if the funds necessary for such redemption have been set aside by the Company in trust for the benefit of Redemption or (2) the Fund is required to redeem RVMTP Shares on holders of any of the Mandatory Tender Date pursuant to Section 2.6(a)(iv)Preferred Units so called for redemption, then at any time then, from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any distributions will cease to accrue on such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentencePreferred Units, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares Preferred Units shall no longer be deemed Outstanding outstanding and all rights of the holders of such interests will terminate, except the right to receive the Redemption Price.
(d) The deposit of funds with a bank or trust company for the purpose of redeeming the Preferred Units shall be irrevocable except that:
(i) The Company shall be entitled to receive from such bank or trust company the interest or other earnings, if any, earned on any purpose whatsoever money so deposited in trust, and the holder of any interests redeemed shall have no claim to such interest or other earnings; and
(other than (Aii) Any balance of money so deposited by the transfer thereof prior to Company and unclaimed by the holders of the Preferred Units entitled thereto at the expiration of two years from the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receivepaid, promptly after the Redemption Date, together with any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shallinterest or other earnings earned thereon, to the extent permitted by lawCompany, be and after any such repayment, the holders of the interests entitled to the funds so repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption Company shall look only to the Fund Company for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any without interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidearnings.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Procedures for Redemption. (iA) If At least 10 days and not more than 60 days prior to the Fund shall determine or be required to redeemRedemption Date fixed for any redemption of Notes, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a written notice of redemption (the “Notice of RedemptionRedemption Notice”), ) shall be given by overnight delivery, by certified first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fundprepaid, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For each Holder of record on the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the record date fixed for such redemption; provided that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any Notes to be redeemed except as to the Holder or Holders to whom the Corporation has failed to give said notice or except as to the Holder or Holders whose notice was defective. The Redemption Notice shall state:
(1) whether the redemption is pursuant to paragraph (A)(1) or (A)(2) of Section 901;
(2) the Redemption Price and not the basis on which it has been calculated;
(3) whether all or less than ten all the outstanding Notes are to be redeemed and the principal amount of Notes being redeemed;
(104) calendar days (or such shorter or longer period the principal amount of Notes held, as may be consented to by all of the Holders of appropriate record date, by the RVMTP Shares of such Series, which consent shall not be deemed Holder that the Corporation intends to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption redeem;
(the “Redemption Date”). Each such Notice of Redemption shall state: (A5) the Redemption Date; and
(B6) that interest on the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares Notes to be redeemed; (D) redeemed shall cease to accrue on such Redemption Date unless the CUSIP number for RVMTP Shares of such Series; (E) if applicable, Corporation defaults in the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; .
(FB) that dividends on Each Holder of Notes shall surrender to the RVMTP Shares to be redeemed will cease to accumulate from and after Corporation the certificate or certificates representing such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are Notes to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and duly endorsed, in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice Redemption Notice, and on the Redemption Date the full Redemption Price for such shares shall be payable in cash to such Holder. In the event that less than all of the principal amount of the Notes represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed Notes upon presentation by a Holder for such purpose.
(C) The Corporation shall, on or before the Redemption Date, pay the Redemption Price for each Holder’s Notes to be redeemed by wire transfer of immediately available funds to such Holder.
(D) Unless the Corporation defaults in the payment in full of the Redemption Price, interest on the Notes called for redemption shall cease to accrue on the Redemption Date, and the Holders of such redeemed Notes shall then be entitled cease to have any further rights with respect thereto on the Redemption Date, other than the right to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(vE) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any partial redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares Notes by the Corporation, the Corporation shall not have been deposited in trust with select the Calculation and Paying Agent for that purposeNotes to be redeemed on a pro rata bases among all Holders.
(F) Any offers to repurchase the Notes made by the Corporation to the Holders will be made on a pro rata bases among all Holders.
Appears in 1 contract
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), At least thirty (b30) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation days and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five sixty (3560) calendar days prior to the date fixed for any redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders Preferred Stock in accordance with Section 5(a)(i) or Section 5(b) and at least five days prior to the Special Redemption Date for any redemption of the RVMTP Shares Preferred Stock in accordance with Section 5(a)(ii), written notice (the "Redemption Notice") shall be given by first class mail, postage prepaid, to each holder of record on the mailing date of such Seriesnotice at such holder's address as it appears on the stock books of the Company (and by facsimile, which consent if a record holder has provided a facsimile contact); provided that no failure to give such notice nor any deficiency therein shall not be deemed affect the validity of the procedure for the redemption of any shares of Preferred Stock to be a vote required by redeemed except as to the holder or holders to whom the Company has failed to give said notice or to whom such notice was defective. Any holder of Preferred Stock may exercise its conversion rights under Section 2.77(a) at any time up until 5:00 p.m. New York City time on the Business Day prior to the date fixed for redemption in accordance with this Section 5 (the "Redemption Date") and if not exercised prior to such time, such redemption right shall expire unless the Company defaults in making the payment due on redemption. The Redemption Notice shall state:
(A) whether the redemption is pursuant to Section 2.6(c5(a)(i), 5(a)(ii) in such Notice or 5(b) hereof;
(B) the Optional Redemption Price, the Special Redemption Price or Mandatory Redemption Price, as the case may be;
(C) whether all or less than all the outstanding shares of Redemption the Preferred Stock are to be redeemed and the total number of shares of the Preferred Stock being redeemed;
(the “Redemption Date”). Each such Notice of Redemption shall state: (AD) the Redemption Date; ;
(BE) that the applicable Redemption Price on a per share basis; (C) holder is to surrender to the Series Company or its transfer agent, in the manner, at the place or places and number at the price designated, his certificate or certificates representing the shares of RVMTP Shares Preferred Stock to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; and
(F) that dividends on the RVMTP Shares shares of the Preferred Stock to be redeemed will shall cease to accumulate from and after on such Redemption Date; and (G) Date unless the provisions Company defaults in the payment of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemedthe Optional Redemption Price, the Notice of Special Redemption delivered to such Holder shall also specify Price or the number of RVMTP Shares to be redeemed from such Holder and/or Mandatory Redemption Price, as the method of determining such number. The Fund case may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawbe.
(ii) If (1) the Fund shall give a Notice Each holder of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption Preferred Stock shall surrender the certificate(s) evidencing certificate or certificates representing such RVMTP Shares shares of Preferred Stock to the Fund at Company, duly endorsed (or otherwise in proper form for transfer, as determined by the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(sCompany), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.and
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Pillowtex Corp)
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i) If Notice of redemption will be given by the Fund shall determine or be required General Partner to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Partnership concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior General Partner sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its REIT Series A Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (Aa) the Redemption Dateredemption date; (Bb) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares Mirror A Preferred Units to be redeemed; (Dc) the CUSIP number for RVMTP Shares of such Seriesredemption price and whether or not accrued and unpaid distributions will be payable; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (Fd) that dividends distributions on the RVMTP Shares Mirror A Preferred Units to be redeemed will cease to accumulate from and after immediately prior to such Redemption Dateredemption date; and (Ge) the provisions of this Statement under which whether such redemption is madebeing made pursuant to Section 5 or 6 of Article THIRD of the Series A Articles Supplementary.
(ii) On or after the redemption date, the General Partner shall present and surrender the certificates, if any, representing the Mirror A Preferred Units to the Partnership and thereupon the redemption price of such Mirror A Preferred Units (including all accumulated and unpaid distributions to but excluding the redemption date) shall be paid to the General Partner and each surrendered Mirror A Preferred Unit certificate, if any, shall be canceled. If fewer less than all RVMTP Shares held of the Mirror A Preferred Units represented by any Holder such certificate representing Mirror A Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment new certificate shall be available at issued representing the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Dateunredeemed Mirror A Preferred Units.
(iii) Upon From and after the redemption date (unless the Partnership defaults in payment of the deposit of such Deposit Securitiesredemption price plus accrued and unpaid distributions to, but not including, the redemption date), all rights of distributions on the Holders of the RVMTP Shares so called Mirror A Preferred Units designated for redemption in such notice shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and accrue, such RVMTP Shares Mirror A Preferred Units shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) outstanding and all rights of the transfer thereof General Partner will terminate, except the right to receive the redemption price plus accrued and unpaid distributions to, but not including, the redemption date. At its election, the Partnership, prior to a redemption date, may irrevocably deposit the applicable Redemption Date redemption price (including accumulated and (Bunpaid distributions to but not including the redemption date) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares Mirror A Preferred Units so called for redemption in trust for the General Partner with a bank or trust company, in which case the Partnership shall send a notice to the General Partner which shall (a) state the date of such deposit, (b) specify the office of such bank or trust company as the place of payment of the redemption price and redeemed (c) require the General Partner to surrender the certificates, if any, representing such Mirror A Preferred Units at such place on or about the Redemption Datedate fixed in such redemption notice (which may not be later than the redemption date) against payment of the redemption price (including all accumulated and unpaid distributions to the redemption date). Any Deposit Securities monies so deposited that are which remain unclaimed by the General Partner at the end of three hundred sixty-five (365) calendar days from two years after the Redemption Date shall, redemption date shall be returned by such bank or trust company to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so depositedPartnership.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Samples: Limited Partnership Agreement (Sun Communities Inc)
Procedures for Redemption. (a) If the aggregate percentage of Shares Beneficially Owned by the Class A Holders is less than the percentage permitted under Section 310 to be Beneficially Owned by Aliens, the Company will not redeem any Shares Beneficially Owned by the Class A Holders pursuant to ARTICLE SIXTH, GENERAL PROVISIONS RELATING TO ALL STOCK, Section 2 of the Articles, provided that notwithstanding the foregoing, the Company may, after consultation in good faith with each of the Class A Holders to consider alternatives to such redemption, redeem Shares Beneficially Owned by the Class A Holders if and to the extent that the outstanding shares of such Class A Preference Stock, or Class A Common Stock, as the case may be, represent Votes constituting greater than 20% of the aggregate Voting Power of the Company at such time, and if, after considering all reasonable alternatives, the failure to redeem such Shares would have a material adverse effect on the Company as reflected in a resolution certified to the Class A Holders by a determination made in good faith by the Independent Directors.
(i) If at any time the Fund Company should invoke its right to redeem its capital stock, the Company shall determine or be required unless prohibited by Applicable Law first designate for redemption capital stock other than shares of Class A Stock, before designating for redemption any shares of Class A Stock, provided that prior to redeem, in whole or in part, RVMTP Shares the Fixed Closing Date (x) the Company shall have no right to redeem shares of a Series Class A Preference Stock pursuant to the Articles to the extent that such redemption would reduce the aggregate liquidation value represented by the outstanding Class A Preference Stock to below $1.5 billion, but (y) in such circumstance, if the Votes represented by the outstanding Class A Preference Stock exceed 20% of the aggregate Voting Power of the Company, the Company shall have the right to purchase from the Class A Holders for a per share price equal to the Liquidation Preference thereof (as adjusted to comply with the requirements of Article IX hereof) such number of shares of Class A Preference Stock as in the reasonable good faith judgment of the Board of Directors is necessary to comply with the requirements of Section 2.6(a)310, provided that (a) the Company may purchase Shares only to the extent the outstanding Class A Preference Stock represents in excess of 20% of the aggregate Voting Power of the Company, (b) or this Agreement, the Investment Agreement and the Articles as amended by the Amendment shall be modified so as to maintain the rights of the Parties hereunder and thereunder (including, without limitation, appropriate modifications for durations of disapproval rights) and (c), ) the Fund Company shall deliver not purchase any Shares from the Class A Holders pursuant to this clause (y) unless a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf majority of the Fund, to promptly do so by overnight delivery, by Continuing Directors shall have first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall approved (unless such approval is not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv11.13). , at a meeting of Directors at which at least seven Continuing Directors are present, such purchase of Class A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to Preference Stock from the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawClass A Holders.
(ii) If the Company issues Redemption Securities in full or partial payment of the redemption price for shares of Class A Stock in a circumstance in which Section 7.4(b)(i) hereof or Section 2(f) of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK" requires adjustment under Article IX of this Agreement, then principal payments under such Redemption Securities shall be adjusted to comply with the requirements of Article IX such that the Class A Holders shall receive an amount equal to the principal amount of such Redemption Securities.
(1c) The Company shall take all reasonable measures to permit the Fund Class A Holders to obtain or maintain their Percentage Ownership Interest in accordance with Applicable Laws of the United States, including applying for a waiver of the restrictions on Alien ownership set forth in Section 310 if there is a reasonable possibility of obtaining such a waiver.
(i) On or prior to the third anniversary of the Investment Completion Date, the Company shall give a Notice of Redemption or (2) have the Fund is required to redeem RVMTP Shares on right, at any time during which the Mandatory Tender Date Company has the right pursuant to Section 2.6(a)(iv), then at any time from and after the giving 7.4(a) hereof to redeem shares of such Notice of Redemption Class A Preference Stock or Notice of Mandatory TenderClass A Common Stock, as applicablethe case may be, in accordance with Section 2 of that portion of ARTICLE SIXTH of the Articles entitled "GENERAL PROVISIONS RELATING TO ALL STOCK" and prior to 12:00 noon, New York City time, on following a determination by the Redemption Date (so long as any conditions precedent to Board of Directors that such redemption have been met is necessary or waived by advisable to comply with the Fund)requirements of Section 310, to deliver a notice (a "Required Sale Notice") to the Class A Holders requiring them to sell (a "Surplus Shares Sale") that number of shares of Class A Stock (the "Surplus Shares") necessary so that, immediately following such Surplus Shares Sale, the Fund aggregate Percentage Ownership Interest of the Class A Holders shall (A) deposit be 20% or such greater percentage specified in such notice as being necessary or advisable for the Class A Holders to attain in order to comply with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on requirements of Section 310.
(ii) Upon receipt of the Required Sale Notice, the Class A Holders shall sell the Surplus Shares in third party or open market sales. The Surplus Shares Sale shall be conducted as promptly as practicable following receipt of the Required Sale Notice, but in no event later than 120 days following the date thereof no less than of receipt thereof, as extended day for day for each day that such sales are actually delayed during such time period because (i) the Redemption Price Surplus Shares cannot be sold due to the anti-fraud rules of the RVMTP Shares to be redeemed on U.S. securities laws, or (ii) the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders Company has delayed a proposed registration of the RVMTP Surplus Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent in accordance with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) Section 1.4 of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender DateRegistration Rights Agreement.
(iii) Upon Each Class A Holder selling Surplus Shares shall, promptly upon the date conclusion of the deposit Surplus Shares Sale, deliver to the Company a notice stating that such Surplus Shares Sale has been concluded and indicating the total amount of consideration received therefrom (the "Total Realized Amount") for the Surplus Shares sold in such sale. Following receipt of such Deposit Securitiesnotice, all rights of the Holders of Company shall pay (a "Supplementary Payment") to each Class A Holder selling Surplus Shares the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Dateexcess, which accumulated dividendsif any, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Formula Price of applicable to such Surplus Shares over the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five Total Realized Amount (365) calendar days from the Redemption Date shall, in each case as modified to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity comply with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares requirements of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidSection 9.2).
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), any redemption will be mailed by overnight delivery, by first class mailthe Trust, postage prepaid or by Electronic Means to Holders thereofprepaid, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than 30 nor more than thirty-five (35) calendar 60 days prior to the date fixed Series B Redemption Date, addressed to the holders of record of the Series B Preferred Shares to be redeemed at their addresses as they appear on the share transfer records of the Trust. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption and not less than ten (10) calendar days (of any Series B Preferred Shares except as to the holder to whom the Trust has failed to give notice or such shorter except as to the holder to whom notice was defective. In addition to any information required by law or longer period as by the applicable rules of any exchange upon which Series B Preferred Shares may be consented listed or admitted to by all of the Holders of the RVMTP Shares of trading, such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption notice shall state: (Aa) the Series B Redemption Date; (B) the applicable Redemption Price on a per share basis; (Cb) the Series and B Redemption Price; (c) the number of RVMTP Series B Preferred Shares to be redeemed; (Dd) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) certificates for such shares are to be surrendered for payment of the Series B Redemption Price; (e) that dividends on the shares to be redeemed will cease to accumulate on the Series B Redemption Date; and (f) the date on which conversion rights shall expire, the conversion price and the place or places where certificates for such shares are to be surrendered for conversion.
(ii) If notice has been mailed in accordance with Section 13.2(b)(5)(B)(i) above and provided that on or before the Series B Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Trust, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Series B Preferred Shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series B Redemption Date, dividends on the Series B Preferred Shares so called for redemption shall cease to accumulate, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series B Preferred Shares and all rights of the holders thereof as shareholders of the Trust (except the right to receive the Series B Redemption Price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any Series B Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Board of Trustees requires Trust shall so require and the Notice of Redemption states) are to notice shall so state), such Series B Preferred Shares shall be surrendered for payment of redeemed by the Trust at the Series B Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If In case fewer than all RVMTP the Series B Preferred Shares held represented by any Holder such certificate are to be redeemed, a new certificate or certificates shall be issued representing the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP unredeemed Series B Preferred Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price without cost to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Dateholder thereof.
(iii) Upon Any funds deposited with a bank or trust company for the date purpose of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP redeeming Series B Preferred Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, irrevocable except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.that:
Appears in 1 contract
Samples: Merger Agreement (Equity Residential Properties Trust)
Procedures for Redemption. (i) If the Fund Corporation shall determine or be required to redeem, in whole or in part, RVMTP Shares shares of a Series A Preferred Stock pursuant to Section 2.6(a), (b5(b) or (c), the Fund Corporation shall deliver a notice of redemption (the “Notice of Redemption”” ), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders holders thereof, or request the Calculation Redemption and Paying Agent, on behalf of the FundCorporation, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than 30 nor more than thirty-five (35) calendar 60 days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable number of shares of Series A Preferred Stock to be redeemed; (C) the CUSIP number for the Series A Preferred Stock; (D) the Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees Directors requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares shares of Series A Preferred Stock to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement hereof under which such redemption is made. If fewer than all RVMTP Shares shares of Series A Preferred Stock held by any Holder holder are to be redeemed, the Notice of Redemption delivered to such Holder holder shall also specify the number of RVMTP Shares shares of Series A Preferred Stock to be redeemed from such Holder and/or holder or the method of determining such number. The Fund Corporation may provide in any Notice of Redemption relating to an optional a redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement hereto that such redemption is subject to one or more conditions precedent and that the Fund Corporation shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund Corporation shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv)Redemption, then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the FundCorporation), the Fund Corporation shall (A) deposit with the Calculation Redemption and Paying Agent Deposit Securities cash or cash equivalents having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares shares of Series A Preferred Stock to be redeemed on the Redemption Date and (B) give the Calculation Redemption and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders holders of the RVMTP Shares shares of Series A Preferred Stock called for redemption on the Redemption Date. The Fund Corporation may direct the Calculation Redemption and Paying Agent with respect to the investment of any Deposit Securities consisting of cash or cash equivalents so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-same day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securitiescash or cash equivalents, all rights of the Holders holders of the RVMTP Shares shares of Series A Preferred Stock so called for redemption shall cease and terminate except the right of the Holders holders thereof to receive the Redemption Price thereof and such RVMTP Shares shares of Series A Preferred Stock shall no longer be deemed Outstanding outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously or contemporaneously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi5(e)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund Corporation shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities cash or cash equivalents in excess of the aggregate Redemption Price of the RVMTP Shares shares of Series A Preferred Stock called for redemption and redeemed on the Redemption Date. Any Deposit Securities cash or cash equivalents so deposited that are unclaimed at the end of three hundred sixty-five (365) 90 calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the FundCorporation, after which the Holders holders of the RVMTP Shares shares of Series A Preferred Stock so called for redemption shall look only to the Fund Corporation for payment of the Redemption Price thereof. The Fund Corporation shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities cash or cash equivalents so deposited.
(iv) On or after the Redemption Date, each Holder holder of RVMTP Shares shares of Series A Preferred Stock in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing representing such RVMTP Shares shares of Series A Preferred Stock to the Fund Corporation at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Sharesshares of Series A Preferred Stock, without interest, and in the case of a redemption of fewer than all the RVMTP Shares shares of Series A Preferred Stock represented by such certificate(s), a new certificate representing the RVMTP Shares shares of Series A Preferred Stock that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.65, except as otherwise required by law, the Fund Corporation shall not redeem any RVMTP Shares shares of Series A Preferred Stock or purchase or otherwise acquire, directly or indirectly, any shares of Series A Preferred Stock (except by exchange for other series stock of the Corporation ranking junior to the Series A Preferred Shares ranking on a parity with the RVMTP Shares with respect Stock as to dividends and other distributions upon liquidation) unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and outstanding shares of other Series A Preferred Stock and the shares of any class or series of Parity Preferred Shares Stock for all applicable past dividend periods (whether or not earned or declared by the FundCorporation) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Parity Preferred Shares Stock) for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation Redemption and Paying Agent or other applicable paying agent for such Parity Preferred Shares Stock in accordance with the terms of such Parity Preferred SharesStock, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares outstanding shares of Series A Preferred Stock pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders holders of all Outstanding RVMTP Shares outstanding shares of Series A Preferred Stock and any other class or series of Parity Preferred Shares Stock for which all accumulated and unpaid dividends and other distributions have not been paid. So long as no dividends on the Series A Preferred Stock are in arrears, the Corporation shall be entitled at any time and from time to time to repurchase shares of Series A Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable laws.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement herewith and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no No Redemption Default shall be deemed to have occurred if the Fund Corporation shall fail to deposit in trust with the Calculation Redemption and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Sharesshares of Series A Preferred Stock, dividends may be declared and paid on such RVMTP Shares shares of Series A Preferred Stock in accordance with their terms if Deposit Securities cash or cash equivalents for the payment of the Redemption Price of such RVMTP Shares shares of Series A Preferred Stock shall not have been deposited in trust with the Calculation Redemption and Paying Agent for that purpose.
(vii) If a Redemption Date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of shares of Series A Preferred Stock on such Dividend Record Date shall be entitled to the dividend payable on such shares on the corresponding Dividend Payment Date, notwithstanding the redemption of such shares on or prior to such Dividend Payment Date, and each holder of shares of Series A Preferred Stock that are redeemed on such Redemption Date shall be entitled to the dividends, if any, accruing after the end of the month to which such Dividend Payment Date relates up to, but excluding, the Redemption Date.
Appears in 1 contract
Samples: Merger Agreement (Digirad Corp)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), any redemption will be mailed by overnight delivery, by first class mailthe corporation, postage prepaid or by Electronic Means to Holders thereofprepaid, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than 30 nor more than thirty-five (35) calendar 60 days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented Series D Redemption Date, addressed to by all the respective holders of record of the Holders Series D Preferred to be redeemed at their respective addresses as they appear on the stock transfer records of the RVMTP Shares corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of such Series, which consent shall not be deemed the proceedings for the redemption of any Series D Preferred except as to be a vote the holder to whom the corporation has failed to give notice or except as to the holder to whom notice was defective. In addition to any information required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in law, such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption notice shall state: (Aa) the Series D Redemption Date; (B) the applicable Redemption Price on a per share basis; (Cb) the Series and D Redemption Price; (c) the number of RVMTP Shares shares of Series D Preferred to be redeemed; (Dd) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) certificates for such shares are to be surrendered for payment of the Series D Redemption Price; and (e) that dividends on the shares to be redeemed will cease to accumulate on the Series D Redemption Date. If less than all the shares of Series D Preferred held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series D Preferred held by such holder to be redeemed.
(ii) If notice of redemption of any shares of Series D Preferred has been mailed in accordance with section (i) of subparagraph (B) of this paragraph (5) above and provided that on or before the Series D Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the corporation, separate and apart from its other funds in trust for the benefit of any holders of the shares of Series D Preferred so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series D Redemption Date, dividends on such shares of Series D Preferred shall cease to accrue, and such shares shall no longer be deemed to be outstanding and shall not have the status of Series D Preferred and all rights of the holders thereof as shareholders of the corporation (except the right to receive the Series D Redemption Price) shall terminate. Upon surrender, in accordance with said notice, of the certificates for any shares of Series D Preferred so redeemed (properly endorsed or assigned for transfer, if the Board of Trustees requires corporation shall so require and the Notice notice shall so state), such shares of Redemption states) are to Series D Preferred shall be surrendered for payment of redeemed by the corporation at the Series D Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer In case less than all RVMTP Shares held the shares of Series D Preferred represented by any Holder such certificate are to be redeemed, a new certificate or certificates shall be issued representing the Notice unredeemed shares of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price Series D Preferred without cost to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Dateholder thereof.
(iii) Upon the date of the The deposit of such Deposit Securities, all rights funds with a bank or trust company for the purpose of the Holders of the RVMTP Shares so called for redemption redeeming Series D Preferred shall cease and terminate be irrevocable except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever that:
(other than (Aa) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund corporation shall be entitled to receivereceive from such bank or trust company the interest or other earnings, promptly after if any, earned on any money so deposited in trust, and the Redemption Date, holders of any Deposit Securities in excess shares redeemed shall have no claim to such interest or other earnings; and
(b) any balance of moneys so deposited by the corporation and unclaimed by the holders of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed Series D Preferred entitled thereto at the end expiration of three hundred sixty-five (365) calendar days two years from the applicable Series D Redemption Date shallshall be repaid, together with any interest or other earnings earned thereon, to the extent permitted by lawcorporation, be and after any such repayment, the holders of the shares entitled to the funds so repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption corporation shall look only to the Fund corporation for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any without interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidearnings.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Samples: Merger Agreement (United Dominion Realty Trust Inc)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), At least thirty (b30) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation days and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five sixty (3560) calendar days prior to the date fixed for any redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders Preferred Stock in accordance with Section 5(a)(i) or Section 5(b) and at least five days prior to the Special Redemption Date for any redemption of the RVMTP Shares Preferred Stock in accordance with Section 5(a)(ii), written notice (the "Redemption Notice") shall be given by first class mail, postage prepaid, to each holder of record on the mailing date of such Seriesnotice at such holder's address as it appears on the stock books of the Company (and by facsimile, which consent if a record holder has provided a facsimile contact); provided that no failure to give such notice nor any deficiency therein shall not be deemed affect the validity of the procedure for the redemption of any shares of Preferred Stock to be a vote required by redeemed except as to the holder or holders to whom the Company has failed to give said notice or to whom such notice was defective. Any holder of Preferred Stock may exercise its conversion rights under Section 2.77(a) at any time up until 5:00 p.m. New York City time on the Business Day prior to the date fixed for redemption in accordance with this Section 5 (the "Redemption Date") and if not exercised prior to such time, such redemption right shall expire unless the Company defaults in making the payment due on redemption. The Redemption Notice shall state:
(A) whether the redemption is pursuant to Section 2.6(c5(a)(i), 5(a)(ii) in such Notice or 5(b) hereof;
(B) the Optional Redemption Price, the Special Redemption Price or Mandatory Redemption Price, as the case may be;
(C) whether all or less than all the outstanding shares of Redemption the Preferred Stock are to be redeemed and the total number of shares of the Preferred Stock being redeemed;
(the “Redemption Date”). Each such Notice of Redemption shall state: (AD) the Redemption Date; ;
(BE) that the applicable Redemption Price on a per share basis; (C) holder is to surrender to the Series Company or its transfer agent, in the manner, at the place or places and number at the price designated, his certificate or certificates representing the shares of RVMTP Shares Preferred Stock to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; and
(F) that dividends on the RVMTP Shares shares of the Preferred Stock to be redeemed will shall cease to accumulate from and after on such Redemption Date; and (G) Date unless the provisions Company defaults in the payment of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemedthe Optional Redemption Price, the Notice of Special Redemption delivered to such Holder shall also specify Price or the number of RVMTP Shares to be redeemed from such Holder and/or Mandatory Redemption Price, as the method of determining such numbercase may be. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption __________________________________ * Date is subject to one or more conditions precedent and that 10# years after the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawIssue Date.
(ii) If (1) the Fund shall give a Notice Each holder of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption Preferred Stock shall surrender the certificate(s) evidencing certificate or certificates representing such RVMTP Shares shares of Preferred Stock to the Fund Company, duly endorsed (or otherwise in proper form for transfer, as determined by the Company), in the manner and at the place designated in the Notice of Redemption Notice, and shall then be entitled to receive on the Redemption Date the full Optional Redemption Price, Special Redemption Price or Mandatory Redemption Price, as the case may be, for such RVMTP Shares, without interestshares shall be payable in cash to the Person whose name appears on such certificate or certificates as the owner thereof, and in each surrendered certificate shall be canceled and retired. In the case of a redemption of fewer event that less than all of the RVMTP Shares shares represented by any such certificate(s)certificate are redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(viii) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends On and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent after the Redemption Price with respect to any shares where (1) Date, unless the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and Company defaults in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the applicable redemption price, dividends on the Preferred Stock called for redemption shall cease to accumulate on the Redemption Date, and all rights of the holders of redeemed shares shall terminate with respect thereto on the Redemption Date, other than the right to receive the Optional Redemption Price, Special Redemption Price of such RVMTP Shares shall not have been deposited in trust with or the Calculation and Paying Agent for that purposeMandatory Redemption Price, as the case may be, without interest.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Pillowtex Corp)
Procedures for Redemption. (iA) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation At least 30 days and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar 60 days prior to the date fixed for any redemption and not of the Series A Preferred Stock, written notice (the "Redemption Notice") shall be given by first-class mail, postage prepaid, to each Holder of Series A Preferred Stock of record on the record date fixed for such redemption of the Series A Preferred Stock at such Holder's address as the same appears on the stock register of the Company, provided that no failure to give such notice nor any deficiency therein shall affect the validity of the procedure for the redemption of any shares of Series A Preferred Stock to be redeemed except as to the Holder or Holders to whom the Company has failed to give said notice or except as to the Holder or Holders whose notice was defective. The Redemption Notice shall state: (1) whether the redemption is pursuant to paragraph (e)(i) or (e)(ii) hereof; (2) the Optional Redemption Price or the Mandatory Redemption Price, as the case may be; (3) whether all or less than ten (10) calendar days (or such shorter or longer period as may be consented to by all the outstanding shares of the Holders Series A Preferred Stock are to be redeemed and the total number of shares of the RVMTP Shares Series A Preferred Stock being redeemed; (4) the number of such Seriesshares of Series A Preferred Stock held, which consent shall not be deemed as of the appropriate record date, by the Holder that the Company intends to be a vote required by Section 2.7redeem; (5) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Dateredemption; (B6) that the applicable Redemption Price on a per share basis; (C) Holder is to surrender to the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicableCompany, at the place or places where the certificate(s) certificates for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series A Preferred Stock are to be surrendered for payment redemption, in the manner and at the price designated, such Holder's certificate or certificates representing the shares of the Redemption PriceSeries A Preferred Stock to be redeemed; and (F7) that dividends on the RVMTP Shares shares of the Series A Preferred Stock to be redeemed will shall cease to accumulate from and after accrue on such Redemption Date; and Date unless the Company defaults in the payment of the Optional Redemption Price or the Mandatory Redemption Price, as the case may be.
(GB) Each Holder of Series A Preferred Stock shall surrender the provisions certificate or certificates representing such shares of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are Series A Preferred Stock to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and Company in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption Notice, and shall then be entitled to receive on the Redemption Date the full Optional Redemption Price or Mandatory Redemption Price, as the case may be, for such RVMTP Shares, without interestshares shall be payable in cash to the Person whose name appears on such certificate or certificates as the owner thereof, and in each surrendered certificate shall be canceled and retired. In the case of a redemption of fewer event that less than all of the RVMTP Shares shares represented by any such certificate(s)certificate are redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(vC) Notwithstanding Unless the other provisions Company defaults in the payment in full of this Section 2.6the applicable redemption price, except as otherwise required by lawdividends on the Series A Preferred Stock called for redemption shall cease to accumulate on the Redemption Date, and the Fund Holders of such redemption shares shall not redeem cease to have any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares further rights with respect thereto on the Redemption Date, other than the right to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether receive the Optional Redemption Price or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in Mandatory Redemption Price, as the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Sharesmay be, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidwithout interest.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Leslies Poolmart)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”); provided that, in connection with a redemption in accordance with Section 6.19 of the Purchase Agreement, a Notice of Redemption shall be provided at least two (2) Business Days prior to the Redemption Date. Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Procedures for Redemption. (iA) If At least 30 days (or such shorter period acceptable to the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares Holders of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf majority of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance then outstanding shares of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided 2003 Convertible Preferred Stock) and not more than thirty-five (35) calendar 60 days prior to the date fixed for any redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders 2003 Convertible Preferred Stock pursuant to PARAGRAPH (f)(i) hereof, written notice (the "REDEMPTION NOTICE") shall be given by first class mail, postage prepaid, to each Holder of record on the record date fixed for such redemption of the RVMTP Shares 2003 Convertible Preferred Stock at such Holder's address as it appears on the stock books of such Series, which consent the Corporation. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not be deemed the Holder receives the notice. The Redemption Notice shall state:
(1) that a redemption is being made pursuant to be a vote required by Section 2.7PARAGRAPH (f)(i) prior to hereof;
(2) the redemption price;
(3) the total number of shares of 2003 Convertible Preferred Stock being redeemed;
(4) the date fixed for redemption pursuant redemption;
(5) that the Holder is to Section 2.6(c) surrender to the Corporation, in the manner and at the place or places designated, such Notice Holder's certificate or certificates representing the shares of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares 2003 Convertible Preferred Stock to be redeemed; and
(D6) that Dividends on the CUSIP number for RVMTP Shares shares of the 2003 Convertible Preferred Stock to be redeemed shall cease to accrue on such Series; Redemption Date unless the Corporation defaults in the payment of the redemption price.
(EB) if applicable, Each Holder shall surrender the place certificate or places where the certificate(s) for certificates representing such shares of 2003 Convertible Preferred Stock to the Corporation, duly endorsed (properly endorsed or assigned otherwise in proper form for transfer, if as determined by the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemedCorporation), the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect and at the place designated in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date the full redemption price 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 canceled and retired. In the event that less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares.
(so long as any conditions precedent to such C) On and after the Redemption Date, unless the Corporation defaults in the payment in full of the applicable redemption have been met or waived by the Fund)price, the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value Dividends on the date thereof no less than the Redemption Price shares of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares 2003 Convertible Preferred Stock called for redemption shall cease to accrue on the Redemption Date. The Fund may direct the Calculation , and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption redeemed shares shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price respect thereto on the Redemption Date). The Fund , other than the right to receive the redemption price; PROVIDED, HOWEVER, that if a Redemption Notice shall be entitled have been given as provided in PARAGRAPH (f)(ii)(A) hereof and the funds necessary for redemption (including an amount in cash in respect of all Dividends that will accrue up to receive, promptly after (and including) the Redemption Date) shall have been segregated and set aside for the benefit of the Holders of the shares to be redeemed, then, at the close of business on the day on which such funds are segregated and set aside, the Holders of the shares to be redeemed shall cease to be stockholders of the Corporation and shall have no interest in or claims against the Corporation, except for the conversion rights provided in PARAGRAPH (g) hereof until the close of business on the Business Day immediately prior to the Redemption Date and the right to receive the redemption price upon surrender of their certificates in the manner required herein. Subject to applicable escheat laws, any Deposit Securities in excess of funds so set aside by the aggregate Redemption Price of the RVMTP Shares called for redemption Corporation and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days two years from the Redemption Date shall, shall revert to the extent permitted by law, be repaid to general funds of the FundCorporation, after which reversion the Holders holders of the RVMTP Shares such shares so called for redemption shall look only to the Fund for payment general funds of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities Corporation for the payment of the redemption price, without interest. Any interest accrued or other earnings on funds so deposited shall belong to the Corporation and be paid thereto from time to time.
(D) If a Redemption Price Notice has been given pursuant to PARAGRAPH (f)(ii)(A) and any Holder shall, prior to the close of business on the Business Day immediately preceding the Redemption Date, give written notice to the Corporation of the conversion of any or all shares of 2003 Convertible Preferred Stock held by the Holder and surrender the certificate or certificates representing such shares of 2003 Convertible Preferred Stock in accordance with the requirements of PARAGRAPH (g), then such redemption shall not become effective as to such shares to be converted and such conversion shall become effective as provided in PARAGRAPH (g), whereupon any funds deposited by the Corporation for the redemption of such RVMTP Shares shares immediately upon such conversion shall not have been deposited be returned to the Corporation or, if then held in trust with by the Calculation Corporation, shall automatically and Paying Agent for that purposewithout further corporate action or notice be discharged from the trust.
Appears in 1 contract
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i1) If Notice of redemption will be given by the Fund shall determine or be required Managing Member to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Company concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Managing Member sent to the date fixed for redemption and not less than ten (10) calendar days (holders of its Series A Preferred Shares or Series B Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (Ai) the Redemption Dateredemption date; (Bii) the applicable Redemption Price on a per share basisredemption price; (Ciii) the Series and number of RVMTP Shares Series A Preferred Units to be redeemed; (Div) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series A Preferred Units are to be surrendered for payment of the Redemption Priceredemption price; and (Fv) that dividends distributions on the RVMTP Shares Series A Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which on such redemption is madedate. If fewer less than all RVMTP Shares held by any Holder of the Series A Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder notice shall also specify the number of RVMTP Shares Series A Preferred Units to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Dateredemption date, each Holder of RVMTP Shares in certificated form (the Managing Member shall present and surrender the certificates, if any) that are subject to redemption shall surrender , representing the certificate(s) evidencing such RVMTP Shares Series A Preferred Units to the Fund Company at the place designated in the Notice notice of Redemption redemption and thereupon the redemption price of such Units shall then be entitled paid to receive the Redemption Price for such RVMTP SharesManaging Member and each surrendered Unit certificate, without interestif any, and in the case of a redemption of shall be canceled. If fewer than all the RVMTP Shares Units represented by any such certificate(s)certificate representing Series A Preferred Units are to be redeemed, a new certificate shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares.
(v3) Notwithstanding From and after the other provisions redemption date (unless the Company defaults in payment of this Section 2.6the redemption price), all distributions on the Series A Preferred Units designated for redemption in such notice shall cease to accumulate and all rights of the Managing Member, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with right to receive the RVMTP Shares with respect to dividends and other distributions unless redemption price thereof (including all accumulated and unpaid dividends distributions up to the redemption date), shall cease and other terminate, and such Series A Preferred Units shall not be deemed to be outstanding for any purpose whatsoever. At its election, the Company, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by to the Fundredemption date) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP SharesSeries A Preferred Units so called for redemption in trust for the Managing Member with a bank or trust company, in which case the redemption notice to Managing Member shall (i) or other sufficient securities or funds (in state the case of other Preferred Shares, as applicable) (in accordance with the terms date of such Preferred Shares for deposit, (ii) specify the office of such bank or trust company as the place of payment of the redemption price and (iii) require the Managing Member to surrender the certificates, if any, representing such dividends and other distributionsSeries A Preferred Units at such place on or about the date fixed in such redemption notice (which may not be later than the redemption date) shall have been or are contemporaneously deposited with against payment of the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which redemption price (including all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To as the extent that any redemption for date). Any monies so deposited which a Notice remain unclaimed by the Managing Member at the end of Redemption has been provided is not made by reason of two years after the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption date shall be made as soon as practicable returned by such bank or trust company to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposeManaging Member.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)
Procedures for Redemption. (i) If In the Fund event that the Company shall determine or be required to redeem, in whole or in part, RVMTP Shares of commence a Series pursuant to Section 2.6(a), (b) or (c)Put Offer, the Fund Company shall deliver follow the procedures specified in this Section 7.2.
(a) At least 30 days prior to a notice of redemption (Qualified IPO, and within 30 days after any other Put Event, the “Notice of Redemption”)Company shall commence a Put Offer by sending, by overnight delivery, by via first class mail, postage prepaid or by Electronic Means a notice (the "Redemption Notice") to each of the Holders. The Put Offer shall remain open for a period of at least 20 Business Days from the date the Redemption Notice is mailed to Holders thereof(the "Offer Period"). The Redemption Notice shall govern the terms of the Put Offer and shall contain all instructions and materials necessary to enable the Holders to tender their shares of Series A Preferred Stock pursuant to the Put Offer. The Redemption Notice shall state:
(i) whether the Put Offer is pursuant to (A) a Change of Control, in which case the Put Notice shall describe the transaction or transactions that constitute a Change or Control, (B) a Qualified IPO, in which case the Redemption Notice shall describe the Qualified IPO, or request (B) a Put Notice;
(ii) the Calculation Offer Price;
(iii) that on the date specified in such notice, which, (A) in the case of a Qualified IPO, shall be the date of consummation of such Qualified IPO and Paying Agent(B) in the case of any other Put Event, on behalf shall be a date no later than 60 days after such Put Event (the "Redemption Date"), the Company shall redeem all shares of Series A Preferred Stock validly tendered and not properly withdrawn pursuant to this Article 7 and the Fund, Put Offer;
(iv) that any Holder electing to promptly do have shares of Series A Preferred Stock redeemed pursuant to the Put Offer may so by overnight delivery, by first class mail, postage prepaid elect with respect to any or by Electronic Means. For all of such Holder's shares;
(v) that any Holder electing to have shares of Series A Preferred Stock redeemed pursuant to the avoidance of doubt, a Notice of Redemption shall not be required if the Fund Put Offer shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all expiration of the Holders Offer Period to surrender the certificates representing such Holder's shares of Series A Preferred Stock to be redeemed with such customary documents of surrender and transfer as the Company may reasonably request, duly completed, to the Company at the address and by the means specified in the Redemption Notice;
(vi) that each Holder shall be entitled to withdraw its election if the Company receives, not later than the expiration of the RVMTP Shares Offer Period, a facsimile transmission or letter setting forth the name of the Holder and a statement that such Series, which consent shall not be deemed Holder is withdrawing its election to have shares of Series A Preferred Stock redeemed;
(vii) that Participating Dividends on shares of the Series A Preferred Stock to be redeemed shall cease to accrue after the Redemption Date unless the Company defaults in the payment of the redemption price; and
(viii) that, in the case of a vote required Put Offer in connection with a Qualified IPO, the Put Offer shall terminate automatically and immediately as to all shares of Series A Preferred Stock (regardless of any acceptance of the Put Offer by Section 2.7the Holders thereof) prior in the event that the Qualified IPO is not completed.
(b) Each Holder shall surrender the certificate or certificates representing such shares of Series A Preferred Stock to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption Company (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly duly endorsed or assigned for transfer), if the Board of Trustees requires and the Notice of Redemption states) are together with all other documents required pursuant to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemedNotice, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and duly completed, in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Redemption Notice and on or prior to the expiration of Redemption and shall then be entitled to receive the Redemption Offer Period. The Offer Price for such RVMTP Shares, without interestshares of Series A Preferred Stock shall be payable in cash to the Person whose name appears on such certificate or certificates as the owner thereof, and in each surrendered certificate shall be canceled and retired; provided, that if certificates surrendered represent more shares than the case of a redemption of fewer than all Holder has elected to have redeemed, the RVMTP Shares represented by such certificate(s), a new certificate representing Company shall issue certificates for the RVMTP Shares shares that were are not redeemed.
(vc) Notwithstanding Unless the other provisions Company defaults in the payment in full of this Section 2.6the applicable redemption price, except as otherwise required by lawParticipating Dividends shall cease to accumulate after the Redemption Date, and the Fund Holders of such redeemed shares shall not redeem cease to have any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares further rights with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent thereto after the Redemption Price with respect Date, other than the right to any shares where (1) receive the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Sharesprice, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposewithout interest.
Appears in 1 contract
Samples: Recapitalization and Stock Purchase Agreement (Werner Holding Co Inc /De/)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice Notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares including notice of a series pursuant to Section 2.6(a)(iv). A Notice Change of Redemption shall Control) will be provided given by the Corporation not less than 30 nor more than thirty-five (35) calendar 60 days prior to the date fixed for upon which redemption will occur and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares amounts payable on account of such Series, which consent shall not redemption will be deemed to be a vote required by Section 2.7) prior to the date fixed available for redemption pursuant to Section 2.6(c) in such Notice of Redemption payment (the “Redemption Date”), addressed to the respective holders of record of the Series B Preferred Stock. Each The Redemption Date shall be the date of the Change of Control in the case of redemption pursuant to Section 5(a)(ii) above. No failure to give such Notice notice or any defect thereof or in the sending thereof shall affect the validity of Redemption the proceedings for the redemption of any of the Series B Preferred Stock except as to the holder to whom notice was defective or not given.
(ii) Such notice shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basisPrice; (C) the Series and number of RVMTP Shares to be redeemedRedemption Dividend; (D) the CUSIP number for RVMTP Shares of such Seriesshares of Series B Preferred Stock to be redeemed (which shall not be less than all of the shares of Series B Preferred Stock then outstanding); (E) if applicable, the place or places where the certificate(sSeries B Preferred Stock is to be surrendered (if so required in the notice) for payment of the Redemption Amount; and (F) that dividends on the Series B Preferred Stock to be redeemed will cease to accrue on such Redemption Date unless the Corporation shall default upon its obligations with respect to such redemption as set forth herein.
(iii) If notice of redemption of the Series B Preferred Stock has been given and if the funds necessary for such redemption have been set apart by the Corporation by delivery thereof to a bank or trust company in trust for the benefit of the holders of the Series B Preferred Stock, then, from and after the Redemption Date, dividends will cease to accrue on the Series B Preferred Stock, the shares of Series B Preferred Stock shall no longer be deemed outstanding and all rights of the holders of the Series B Preferred Stock will terminate, except the right to receive the Redemption Amount. Holders of the Series B Preferred Stock shall surrender their shares of Series B Preferred Stock at the place designated in such notice and, upon surrender in accordance with said notice of the certificates, if any, representing the shares of Series B Preferred Stock (properly endorsed or assigned for transfer, if the Board of Trustees requires Corporation shall so require and the Notice of Redemption states) are to notice shall so state), the Series B Preferred Stock shall be surrendered for redeemed by the Corporation by payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawAmount.
(iiiv) If (1) Any deposit of funds with a bank or trust company for the Fund purposes of redeeming the Series B Preferred Stock shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall be irrevocable except that (A) deposit with the Calculation 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 Paying Agent Deposit Securities having an aggregate Market Value on the date thereof holder of any shares redeemed shall have no less than the Redemption Price of the RVMTP Shares claim to be redeemed on the Redemption Date such interest or other earnings; and (B) give any balance of money so deposited by the Calculation Corporation and Paying Agent irrevocable instructions and authority to pay unclaimed by the applicable Redemption Price to the Holders holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available Series B Preferred Stock entitled thereto at the opening expiration of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part two years from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receivepaid, promptly after the Redemption Date, together with any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shallinterest or other earnings earned thereon, to the extent permitted by lawCorporation, be and after any such repayment, the holders of the shares of Series B Preferred Stock entitled to the funds so repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption Corporation shall look only to the Fund Corporation for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any without interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidearnings.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Samples: Securities Purchase Agreement (MedEquities Realty Trust, Inc.)
Procedures for Redemption. (i) If Upon the Fund shall determine Company’s provision of written notice as to the effective date of the redemption, accompanied by a check or be required electronic payment in the amount of the full Redemption Price through such effective date to redeem, in whole or in part, RVMTP Shares which each record holder of a Series pursuant to Section 2.6(a), (b) or (c)Preferred Units is entitled, the Fund Preferred Units shall deliver a be redeemed and shall no longer be deemed outstanding the Company and all rights of the holders of such Units will terminate. Such notice of redemption (the “Notice of Redemption”), by overnight delivery, shall be given by first class mail, postage prepaid pre-paid or by Electronic Means via electronic mail to Holders thereof, or request the Calculation and Paying Agent, on behalf each record holder of the FundPreferred Units at the respective addresses of such holders as the same shall appear in the records of the Company. No failure to give such notice or any defect therein or in the distribution thereof shall affect the validity of the proceedings for the redemption of any Preferred Units except as to the holder to whom notice was defective or not given. Permissible forms of electronic payment pursuant to this paragraph shall include, to promptly do so by overnight deliverywithout limitation, by first class mailACH transfers, postage prepaid direct deposits or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeemwire transfers, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed each case to be a vote initiated on or before the day on which the related notice is given.
(ii) In addition to any information required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in law, such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption notice shall state: (A) the Redemption Dateredemption date; (B) the applicable Redemption Price on a per share basisPrice; (C) the Series and number of RVMTP Shares Preferred Units to be redeemed; and (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends distributions on the RVMTP Shares Units to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which accrue on such redemption is madedate. If fewer less than all RVMTP Shares of the Preferred Units held by any Holder holder are to be redeemed, the Notice of Redemption delivered notice given to such Holder holder shall also specify the number of RVMTP Shares Preferred Units held by such holder to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Dateredeemed.
(iii) Upon If notice of redemption of any Preferred Units has been given and if the date funds necessary for such redemption have been set aside by the Company for the benefit of the deposit holders of such Deposit Securities, all rights of the Holders of the RVMTP Shares any Preferred Units so called for redemption, then, from and after the redemption shall date, distributions will cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and accrue on such RVMTP Shares Preferred Units, such Preferred Units shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) outstanding and all rights of the transfer thereof prior holders of such Units will terminate, except the right to receive the applicable Redemption Date and (B) Price. Since the accumulation of dividends thereon Preferred Units are uncertificated, such Units shall be redeemed in accordance with the terms hereof up to (but excluding) notice and no further action on the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on holders of such Units shall be required.
(iv) The deposit of funds with a bank or trust corporation for the Redemption Date). The Fund purpose of redeeming the Preferred Units shall be irrevocable except that:
(1) the Company shall be entitled to receivereceive from such bank or trust corporation the interest or other earnings, promptly after if any, earned on any money so deposited in trust, and the Redemption Date, holders of any Deposit Securities in excess Units redeemed shall have no claim to such interest or other earnings; and
(2) any balance of monies so deposited by the Company and unclaimed by the holders of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed Preferred Units entitled thereto at the end expiration of three hundred sixty-five (365) calendar days two years from the Redemption Date shallapplicable redemption dates shall be repaid, together with any interest or other earnings thereon, to the extent permitted by lawCompany, be and after any such repayment, the holders of the Units entitled to the funds so repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption Company shall look only to the Fund Company for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any without interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidearnings.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Samples: Limited Liability Company Agreement (STORE CAPITAL Corp)
Procedures for Redemption. The following provisions set forth the procedures for redemption:
(i) If Notice of redemption will be given by the Fund shall determine or be required General Partner to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a Partnership concurrently with the notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior General Partner sent to the date fixed for redemption and not less than ten (10) calendar days (or holders of its REIT Series A Preferred Shares in connection with such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)redemption. Each such Notice of Redemption Such notice shall state: (Aa) the Redemption Dateredemption date; (Bb) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares Mirror A Preferred Units to be redeemed; (Dc) the CUSIP number for RVMTP Shares of such Seriesredemption price and whether or not accrued and unpaid distributions will be payable; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (Fd) that dividends distributions on the RVMTP Shares Mirror A Preferred Units to be redeemed will cease to accumulate from and after immediately prior to such Redemption Dateredemption date; and (Ge) the provisions of this Statement under which whether such redemption is madebeing made pursuant to Section 5 or 6 of Article THIRD of the Series A Articles Supplementary.
(ii) On or after the redemption date, the General Partner shall present and surrender the certificates, if any, representing the Mirror A Preferred Units to the Partnership and thereupon the redemption price of such Mirror A Preferred Units (including all accumulated and unpaid distributions to but excluding the redemption date) shall be paid to the General Partner and each surrendered Mirror A Preferred Unit certificate, if any, shall be canceled. If fewer less than all RVMTP Shares held of the Mirror A Preferred Units represented by any Holder such certificate representing Mirror A Preferred Units are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment new certificate shall be available at issued representing the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Dateunredeemed Mirror A Preferred Units.
(iii) Upon From and after the redemption date (unless the Partnership defaults in payment of the deposit of such Deposit Securitiesredemption price plus accrued and unpaid distributions to, but not including, the redemption date), all rights of distributions on the Holders of the RVMTP Shares so called Mirror A Preferred Units designated for redemption in such notice shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and accrue, such RVMTP Shares Mirror A Preferred Units shall no longer be deemed Outstanding outstanding and all rights of the General Partner will terminate, except the right to receive the redemption price plus accrued and unpaid distributions to, but not including, the redemption date. At its election, the Partnership, prior to a redemption date, may irrevocably deposit the redemption price (including accumulated and unpaid distributions to but not including the redemption date) of the Mirror A Preferred Units so called for any purpose whatsoever (other than redemption in trust for the General Partner with a bank or trust company, in which case the Partnership shall send a notice to the General Partner which shall (A) state the transfer thereof prior to the applicable Redemption Date and date of such deposit, (B) specify the accumulation office of dividends thereon such bank or trust company as the place of payment of the redemption price and (C) require the General Partner to surrender the certificates, if any, representing such Mirror A Preferred Units at such place on or about the date fixed in accordance with such redemption notice (which may not be later than the terms hereof up redemption date) against payment of the redemption price (including all accumulated and unpaid distributions to (but excluding) the applicable Redemption Date, redemption date). Any monies so deposited which accumulated dividends, unless previously declared and paid as contemplated remain unclaimed by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed General Partner at the end of three hundred sixty-five (365) calendar days from two years after the Redemption Date shall, redemption date shall be returned by such bank or trust company to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so depositedPartnership.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Samples: Limited Partnership Agreement (Sun Communities Inc)
Procedures for Redemption. (ia) If In the Fund event the Corporation shall determine or be required elect to redeem, in whole or in part, RVMTP Shares redeem shares of a this Series A pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof6 hereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be is required to redeem, in whole or in part, RVMTP Shares of a series redeem this Series A pursuant to Section 2.6(a)(iv). A Notice 7 hereof, notice of Redemption such redemption shall be provided given by first-class mail to each record holder of the shares to be redeemed, at such holder’s address as the same appears on the books of the Corporation, in either case not less than 30 nor more than thirty-five (35) calendar 60 days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”)date. Each such Notice notice shall state (i) the time and date as of Redemption which the redemption shall state: occur; (Aii) the Redemption DatePrice; (Biii) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) certificates for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; and (Fiv) that dividends Dividends on the RVMTP Shares shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which accrue on such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, date unless the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and Corporation defaults in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so depositedPrice.
(ivb) On or after the Redemption Datebefore any redemption date, each Holder holder of RVMTP Shares in certificated form (if any) that are subject shares of this Series A to redemption be redeemed shall surrender the certificate(s) evidencing certificate or certificates representing such RVMTP Shares shares of this Series A to the Fund Corporation, in the manner and at the place designated in the Notice notice of redemption. Upon surrender (in accordance with the notice of redemption) of the certificate or certificates representing any shares to be so redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice of redemption shall so state), such shares shall be redeemed by the Corporation at the Redemption Price payable in cash, to the person whose name appears on such certificate or certificates as the owner thereof. The shares represented by each surrendered certificate shall be returned to authorized but unissued shares of preferred stock of any or no series.
(c) Unless the Corporation defaults in the payment in full of the redemption price, Dividends on this Series A called for redemption shall cease to accrue on the redemption date, and the holders of such shares so redeemed shall then be entitled cease to have any further rights with respect thereto on the redemption date, other than to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(vd) Notwithstanding Nothing herein shall prevent a holder of Series A Preferred Stock from electing to exchange such shares pursuant to Section 10 after the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares notice provided for all applicable past dividend periods in subparagraph (whether or not earned or declared by the Funda) (x) shall have has been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, given; provided, however, that such holder must exercise the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant right to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable prior to the extent such funds become available. In the case date of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposeredemption.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Standard Management Corp)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a2.6(a)(i), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, Date or a Mandatory Tender Early Term Redemption Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.Liquidity
Appears in 1 contract
Procedures for Redemption. (i) If the Fund shall determine or less than all Outstanding Series 2015 Bonds maturing by their terms on any one date are to be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c)redeemed at any one time, the Fund Trustee shall deliver a notice select the Series 2015 Bonds of such maturity date to be redeemed in any manner that it deems appropriate and fair. Notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeemmailed by first-class mail by the Trustee, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than thirty (30) nor more than thirty-five sixty (3560) calendar days prior to the redemption date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the respective Holders of the RVMTP Shares Series 2015 Bonds designated for redemption at their addresses appearing on the registration books of the Trustee. Each notice of redemption shall state the date of such Seriesnotice, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice price, if any, (including the name and appropriate address of Redemption (the “Redemption Date”Trustee). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) , the CUSIP number for RVMTP Shares (if any) of such Series; (E) if applicablethe maturity or maturities, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transferand, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer less than all RVMTP Shares held by of any Holder are such maturity is to be redeemed, the Notice distinctive certificate numbers of Redemption delivered to the Series 2015 Bonds of such Holder shall also specify the number of RVMTP Shares maturity, to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and and, in the manner specified in such Notice case of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares Series 2015 Bonds to be redeemed on in part only, the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders respective portions of the RVMTP Shares called for principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of said Series 2015 Bonds the redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentenceprice, if the Redemption Date is either the Term Redemption Dateany, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a Series 2015 Bonds to be redeemed in part only, the specified portion of the principal amount thereof to be redeemed, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Series 2015 Bonds be then surrendered at the address of the Trustee specified in the redemption notice. Failure to receive such notice shall not invalidate any of the proceedings taken in connection with such redemption. In the event of redemption of fewer than Series 2015 Bonds, the Trustee shall mail a notice of redemption upon receipt of a Written Request of the Authority but only after the Authority shall file a Certificate of the Authority with the Trustee that on or before the date set for redemption, the Authority shall have deposited with or otherwise made available to the Trustee for deposit in the applicable Principal Account the money required for payment of the redemption price, including accrued interest, of all Series 2015 Bonds then to be called for redemption (or the RVMTP Shares represented by Trustee determines that money will be deposited with or otherwise made available to it in sufficient time for such certificate(spurpose), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity together with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares estimated expense of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of giving such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become availablenotice. In the case of any an optional redemption, the notice may state (i) that it is conditioned upon the deposit of money, in an amount equal to the amount necessary to effect the redemption, with the Trustee no later than the redemption pursuant date or (ii) that the Authority retains the right to Section 2.6(crescind such notice on or prior to the scheduled redemption date (in either case, a “Conditional Redemption”), no Redemption Default and such notice and optional redemption shall be deemed to have occurred of no effect if such money is not so deposited or if the Fund notice is rescinded as described below. Any Conditional Redemption may be rescinded in whole or in part at any time prior to the redemption date if the Authority delivers a Certificate of the Authority to the Trustee instructing the Trustee to rescind the redemption notice. The Trustee shall fail give prompt notice of such rescission to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was affected Holders. Any Series 2015 Bonds subject to one or more conditions precedent Conditional Redemption where redemption has been rescinded shall remain Outstanding, and (2) any such condition precedent the rescission shall not have been satisfied at the time or times and constitute an event of default. Further, in the manner specified case of a Conditional Redemption, the failure of the Authority to make funds available in such Notice part or in whole on or before the redemption date shall not constitute an event of Redemptiondefault, and the Trustee shall give prompt notice to the The Depository Trust Company or the affected Holders that the redemption did not occur and that the Bonds called for redemption and not so paid remain Outstanding. Notwithstanding the fact that a Notice If notice of Redemption redemption has been provided with respect to any RVMTP Shares, dividends may be declared duly given as aforesaid and paid on such RVMTP Shares in accordance with their terms if Deposit Securities money for the payment of the Redemption Price redemption price of the Series 2015 Bonds called for redemption is held by the Trustee, then on the redemption date designated in such notice Series 2015 Bonds so called for redemption shall become due and payable, and from and after the date so designated interest on such Series 2015 Bonds shall cease to accrue, and the Holders of such RVMTP Shares Series 2015 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. All Series 2015 Bonds redeemed pursuant to the provisions of this section shall be cancelled by the Trustee and shall be destroyed with a certificate of destruction furnished to the Authority and shall not be reissued. Neither the Authority nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Bond, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been deposited assigned by an independent service for convenience of reference and that neither the Authority nor the Trustee shall be liable for any inaccuracy in trust with the Calculation and Paying Agent for that purposesuch numbers.
Appears in 1 contract
Samples: Trust Agreement
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP VMTP Shares of a Series pursuant to Section 2.6(a2.5(a), (b) or (c), the Fund shall deliver a notice of redemption (the “"Notice of Redemption”"), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP VMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.72.6) prior to the date fixed for redemption pursuant to Section 2.6(c2.5(c) in such Notice of Redemption (the “"Redemption Date”"). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP VMTP Shares to be redeemed; (D) the CUSIP number for RVMTP VMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP VMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP VMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP VMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c2.5(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv)Redemption, then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP VMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP VMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP VMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP VMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi2.5(e)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP VMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP VMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP VMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP VMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP VMTP Shares, without interest, and and, in the case of a redemption of fewer than all the RVMTP VMTP Shares represented by such certificate(s), a new certificate representing the RVMTP VMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.62.5, except as otherwise required by law, the Fund shall not redeem any RVMTP VMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP VMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP VMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP VMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP VMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP VMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement Statement, and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c2.5(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP VMTP Shares, dividends may be declared and paid on such RVMTP VMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP VMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
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Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a2.6(a)(i), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv)2.6(a)Article 4. A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv)2.6(a)Article 4, then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, Date or a Mandatory Tender Early Term Redemption Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Early Term Redemption Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi2.6(e)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and and, in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement Statement, and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares Written election of a Series pursuant Mandatory Redemption by a Required Majority (a “Redemption Election”) may be mailed to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mailCompany, postage prepaid or by Electronic Means to Holders thereofpaid, or request upon the Calculation and Paying Agent, on behalf occurrence of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Meansa Mandatory Redemption Event. For the avoidance of doubt, a Notice of Any Mandatory Redemption shall not be required if occur no more than 90 days following receipt by the Fund shall be required to redeem, in whole or in part, RVMTP Shares Company of a series pursuant to Section 2.6(a)(iv)Redemption Election. A Notice Promptly following receipt of a Redemption shall be provided not Election, but in no event more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days days, the Company shall send written notice (a “Redemption Notice”) of its receipt of the Redemption Election to each holder of record of Series A Preferred Stock (for a Mandatory Redemption of such stock). In addition to any information required by law or such shorter by the applicable rules of any exchange or longer period as automated quotation system upon which the Series A Preferred Stock may be consented to by all of the Holders of the RVMTP Shares of such Serieslisted or admitted for quotation and trading, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Redemption Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the date of the closing of the redemption, which, pursuant to this Section 5(g)(i), shall be no later than 90 days following receipt by the Company of the Redemption Election (the applicable date, the “Redemption Date”); (B) the applicable Redemption Price on a per share basisPrice; (C) the Series and number of RVMTP Shares shares of the Series A Preferred Stock to be 10 167664406.15 redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the manner and place or places where the certificate(s) at which certificates for such shares (properly endorsed or assigned for transfer, if of the Board of Trustees requires and the Notice of Redemption states) Series A Preferred Stock to be redeemed are to be surrendered for payment of the Redemption Price; and (FE) that dividends on the RVMTP Shares shares of the Series A Preferred Stock to be redeemed will cease to accumulate from and after such on the applicable Redemption Date; and (G) . Any redemption by the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected Company pursuant to Section 2.6(c5(e) shall require, in addition to ninety (90) days’ advance written notice: (i) with respect to redemption of this Statement that such redemption is subject shares of the Series A Preferred Stock, a notice to one or more conditions precedent and that each record holder of shares of the Fund shall not be required to effect such redemption unless each such condition has been satisfied Series A Preferred Stock at the time or times and respective addresses of such holders as they appear on the Company’s stock transfer records stating the information listed in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law(A) through (E) above.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from From and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the applicable Redemption Date (so long as any conditions precedent to such redemption have been met or waived by unless the FundCompany defaults in the payment of the Redemption Price), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value dividends on the date thereof no less than the Redemption Price shares of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares Series A Preferred Stock so called for redemption shall cease to accumulate, and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares said shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) to be outstanding and shall not have the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part status of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess Series A Preferred Stock and all rights of the aggregate Redemption Price of holders thereof, as such, (except the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled right to receive the Redemption Price Price) shall cease. Upon surrender, in accordance with a Redemption Notice, of the certificates for such RVMTP Sharesany shares of the Series A Preferred Stock so redeemed (properly endorsed or assigned for transfer, without interestif the Company shall so require and the notice shall so state), and or in the event the certificates are lost, stolen or missing, upon delivery of an affidavit of loss, such shares of the Series A Preferred Stock shall be redeemed by the Company at the Redemption Price by wire transfer to the holder of record of such certificate. In case of a redemption of fewer than all of the RVMTP Shares shares of the Series A Preferred Stock to be redeemed represented by any such certificate(s)certificate are redeemed, a new certificate or certificates shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares of the Series A Preferred Stock without cost to the holder(s) thereof.
(viii) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to Unless full cumulative dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of the Series A Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall Stock have been or contemporaneously are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (paid in the case of the RVMTP Shares) cash or other declared and a sum sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment thereof in cash set aside for payment for all prior Dividend Periods and the then-current Dividend Period and deposited in trust with an Eligible Trustee, no Series A Preferred Stock shall be redeemed by the Company pursuant to Section 5(e) unless all outstanding shares of such dividends the Series A Preferred Stock are simultaneously redeemed and other distributions) the Company shall have been not purchase or are contemporaneously deposited with otherwise acquire, directly or indirectly, any shares of the Calculation and Paying Agent or other applicable paying agent for such Series A Preferred Shares in accordance with the terms of such Preferred Shares, Stock; provided, however, that the foregoing restrictions on redemptions and purchases shall not prevent the purchase or acquisition of Outstanding RVMTP Shares the Series A Preferred Stock by the Company pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders holders of all Outstanding RVMTP Shares and of the outstanding shares of the Series A Preferred Stock for shares of Company capital stock ranking on a parity with or junior to the Series A Preferred Stock.
(iv) If on any other series Redemption Date the Company’s Surplus is less than the amount necessary to pay the full Redemption Price for the total number of shares of the Series A Preferred Shares Stock to be redeemed pursuant to this Section 5, the Company shall (A) take all appropriate action reasonably within its means to maximize its Surplus available for which paying the Redemption Price, (B) first use any 11 167664406.15 such Surplus to pay all accumulated accrued and unpaid dividends and then to call for redemption the maximum possible number of shares of the Series A Preferred Stock that it can redeem on such Redemption Date out of all such Surplus available therefor on such date, pro rata among the holders of the Series A Preferred Stock, based on the number of shares of the Series A Preferred Stock held by each holder (with any necessary adjustments to avoid fractional shares), or by any other distributions have equitable method that the Company may determine to use, and (C) following the applicable Redemption Date, at any time and from time to time when additional assets of the Company become legally available to redeem the remaining the Series A Preferred Stock, the Company shall promptly notify the holders of the Series A Preferred Stock and such holders may then mail a Redemption Election to the Company. If fewer than all the shares of the Series A Preferred Stock represented by any share certificate are to be so redeemed, the Company shall issue a new certificate for the shares not been paidredeemed without cost to the holder(s) thereof.
(viv) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason All shares of the absence of legally available funds therefor in accordance with the Declaration, Series A Preferred Stock redeemed or repurchased pursuant to this Statement and applicable law, such redemption Section 5 shall be made as soon as practicable retired and shall be restored to the extent such funds become available. In the case status of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any authorized but unissued shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purposeSeries A Preferred Stock.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Willis Lease Finance Corp)
Procedures for Redemption. (iA) If Upon the Fund shall determine or be required Trust’s provision of written notice as to redeemthe effective date of the redemption, accompanied by a check in whole or in part, RVMTP the amount of the full Series A Redemption Price through such effective date to which each record holder of Series A Preferred Shares of a Series pursuant to Section 2.6(a), (b) or (c)is entitled, the Fund Series A Preferred Shares shall deliver a be redeemed and shall no longer be deemed outstanding Shares, and all rights of the holders of such Series A Preferred Shares will terminate. Such notice of redemption (the “Notice of Redemption”), by overnight delivery, shall be given by first class mail, postage prepaid pre-paid, to each record holder of Series A Preferred Shares at the respective mailing addresses of such holders as the same shall appear on the share transfer records of the Trust. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series A Preferred Shares except as to the holder to whom notice was defective or not given.
(B) In addition to any information required by law or by Electronic Means to Holders thereof, or request the Calculation and Paying Agent, on behalf applicable rules of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP any exchange upon which Series A Preferred Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented listed or admitted to by all of the Holders of the RVMTP Shares of trading, such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption notice shall state: (A1) the Redemption Dateredemption date; (B) the applicable Redemption Price on a per share basis; (C2) the Series and A Redemption Price; (3) the number of RVMTP Series A Preferred Shares to be redeemed; (D4) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) Series A Preferred Shares are to be surrendered (if so required in the notice) for payment of the Series A Redemption PricePrice (if not otherwise included with the notice); and (F5) that dividends on the RVMTP Shares shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which accrue on such redemption is madedate. If fewer less than all RVMTP of the Series A Preferred Shares held by any Holder holder are to be redeemed, the Notice of Redemption delivered notice mailed to such Holder holder shall also specify the number of RVMTP Series A Preferred Shares held by such holder to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable lawredeemed.
(iiC) If (1) the Fund shall give a Notice notice of Redemption or (2) the Fund is required to redeem RVMTP redemption of any Series A Preferred Shares on the Mandatory Tender Date pursuant to has been given in accordance with this Section 2.6(a)(iv6.3(f)(iv), then at any time then, from and after the giving of redemption date, dividends will cease to accrue on such Notice of Redemption or Notice of Mandatory TenderSeries A Preferred Shares, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Series A Preferred Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date outstanding and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part all rights of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess holders of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Series A Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidwill terminate.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Procedures for Redemption. (i) If the Fund Partnership shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series C Term Preferred Units pursuant to Section 2.6(a), (b5(b) or (c), the Fund Partnership shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means to Holders holders thereof, or request the Calculation Redemption and Paying Agent, on behalf of the FundPartnership, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than 30 nor more than thirty-five (35) calendar 60 days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption Date; (B) the number of Series C Term Preferred Units to be redeemed; (C) the applicable Redemption Price on a per share unit basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares units (properly endorsed or assigned for transfer, if the Board of Trustees General Partner requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (FE) that dividends distributions on the RVMTP Shares Series C Term Preferred Units to be redeemed will cease to accumulate from and after such Redemption Date; and (GF) the provisions of this Statement hereof under which such redemption is made. If fewer than all RVMTP Shares Series C Term Preferred Units held by any Holder holder are to be redeemed, the Notice of Redemption delivered to such Holder holder shall also specify the number of RVMTP Shares Series C Term Preferred Units to be redeemed from such Holder and/or holder or the method of determining such number. The Fund Partnership may provide in any Notice of Redemption relating to an optional a redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement hereto that such redemption is subject to one or more conditions precedent and that the Fund Partnership shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund Partnership shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv)Redemption, then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the FundPartnership), the Fund Partnership shall (A) deposit with the Calculation Redemption and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares Series C Term Preferred Units to be redeemed on the Redemption Date and (B) give the Calculation Redemption and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders holders of the RVMTP Shares Series C Term Preferred Units called for redemption on the Redemption Date. The Fund Partnership may direct the Calculation Redemption and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-same day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders holders of the RVMTP Shares Series C Term Preferred Units so called for redemption shall cease and terminate except the right of the Holders holders thereof to receive the Redemption Price thereof and such RVMTP Shares Series C Term Preferred Units shall no longer be deemed Outstanding outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends distributions thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividendsdistributions, unless previously or contemporaneously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi5(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund Partnership shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares Series C Term Preferred Units called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) 90 calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the FundPartnership, after which the Holders holders of the RVMTP Shares Series C Term Preferred Units so called for redemption shall look only to the Fund Partnership for payment of the Redemption Price thereof. The Fund Partnership shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder holder of RVMTP Shares Series C Term Preferred Units in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing representing such RVMTP Shares Series C Term Preferred Units to the Fund Partnership at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP SharesSeries C Term Preferred Units, without interest, and in the case of a redemption of fewer than all the RVMTP Shares Series C Term Preferred Units represented by such certificate(s), a new certificate representing the RVMTP Shares Series C Term Preferred Units that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.65, except as otherwise required by law, the Fund Partnership shall not redeem any RVMTP Shares or other series of Series C Term Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions Units unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares outstanding Series C Term Preferred Units and shares of other series of any Parity Preferred Shares Units for all applicable past dividend distribution periods (whether or not earned or declared by the FundPartnership) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Parity Preferred Shares Units) for the payment of such dividends and other distributions) distributions shall have been or are contemporaneously deposited with the Calculation Redemption and Paying Agent or other applicable paying agent for such Parity Preferred Shares Units in accordance with the terms of such Parity Preferred SharesUnits, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares outstanding Series C Term Preferred Units pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders holders of all Outstanding RVMTP Shares outstanding Series C Term Preferred Units and any other series of Parity Preferred Shares Units for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement herewith and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no No Redemption Default shall be deemed to have occurred if the Fund Partnership shall fail to deposit in trust with the Calculation Redemption and Paying Agent the Redemption Price with respect to any shares units where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP SharesSeries C Term Preferred Units, dividends distributions may be declared and paid on such RVMTP Shares Series C Term Preferred Units in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares Series C Term Preferred Units shall not have been deposited in trust with the Calculation Redemption and Paying Agent for that purpose.
Appears in 1 contract
Samples: Limited Partnership Agreement (Gladstone Commercial Corp)
Procedures for Redemption. (i) If At least 90 days prior to the Fund shall determine or be required to redeemRedemption Date, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a written notice of redemption (the “Notice of RedemptionRedemption Notice”), by overnight delivery, ) shall be given by first class mail, postage prepaid or by Electronic Means prepaid, to Holders thereof, or request each Holder who is a Holder on the Calculation and Paying Agent, date such notice is given at such Holder’s address as it appears on behalf the stock books of the FundCorporation, provided that no failure to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For give such notice nor any deficiency therein shall affect the avoidance validity of doubt, a Notice the procedure for the redemption of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares any shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior Series G Convertible Preferred as to the date fixed for redemption and not less than ten (10) calendar days (Holder or Holders to whom the Corporation has failed to give said notice or to whom such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such notice was defective. The Redemption Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the Redemption DatePrice; (B) that the applicable Redemption Price on a per share basis; (C) Holder is to surrender to the Series and number of RVMTP Shares to be redeemed; (D) Corporation, in the CUSIP number for RVMTP Shares of such Series; (E) if applicablemanner, at the place or places where and at the certificate(s) for price designated, its certificate or certificates representing the shares of Series G Convertible Preferred; and that dividends on the shares of the Series G Convertible Preferred shall cease to accumulate on such shares (properly endorsed or assigned for transfer, if Redemption Date unless the Board of Trustees requires and Corporation defaults in the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on . Each Holder shall surrender the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions certificate or certificates representing all shares of this Statement under which such redemption is made. If fewer than all RVMTP Shares Series G Convertible Preferred held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify to the number of RVMTP Shares to be redeemed from such Holder and/or Corporation, duly endorsed (or otherwise in proper form for transfer, as determined by the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and Corporation), in the manner specified in such Notice of Redemption. No defect and at the place or places designated in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicableNotice, and prior to 12:00 noon, New York City time, on the Redemption Date (so long the full Redemption Price for such shares shall be payable in cash to the Person whose name appears on such certificate or certificates as any conditions precedent to such redemption have been met or waived by the Fund)owner thereof, and each surrendered certificate shall be canceled and retired. On and after the Fund shall (A) deposit with Redemption Date, unless the Calculation and Paying Agent Deposit Securities having an aggregate Market Value Corporation defaults in the payment in full of the Redemption Price, dividends on the date thereof no less than the Redemption Price of the RVMTP Shares Series G Convertible Preferred shall cease to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption accumulate on the Redemption Date. The Fund may direct the Calculation , and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of shall terminate with respect to the RVMTP Shares so called for redemption shall cease and terminate except Series G Convertible Preferred on the Redemption Date, other than the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP SharesPrice, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, ; provided, however, that if the foregoing Redemption Notice shall not prevent have been given and the purchase or acquisition of Outstanding RVMTP Shares pursuant to funds necessary for redemption (including an otherwise lawful purchase or exchange offer made on the same terms to Holders amount in respect of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable will accrue to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default Date) shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times segregated and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been irrevocably deposited in trust with for the Calculation equal and Paying Agent for that purposeratable benefit of the Holders, then, at the close of business on the day on which such funds are segregated and set aside, the Holders shall cease to be stockholders of the Corporation and shall be entitled only to receive the Redemption Price.
Appears in 1 contract
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), any redemption will be mailed by overnight delivery, by first class mailthe Trust, postage prepaid or by Electronic Means to Holders thereofprepaid, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than 30 nor more than thirty-five (35) calendar 60 days prior to the date fixed Series B Redemption Date, addressed to the holders of record of the Series B Preferred Shares to be redeemed at their addresses as they appear on the share transfer records of the Trust. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption and not less than ten (10) calendar days (of any Series B Preferred Shares except as to the holder to whom the Trust has failed to give notice or such shorter except as to the holder to whom notice was defective. In addition to any information required by law or longer period as by the applicable rules of any exchange upon which Series B Preferred Shares may be consented listed or admitted to by all of the Holders of the RVMTP Shares of trading, such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption notice shall state: (Aa) the Series B Redemption Date; (B) the applicable Redemption Price on a per share basis; (Cb) the Series and B Redemption Price; (c) the number of RVMTP Series B Preferred Shares to be redeemed; (Dd) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) certificates for such shares are to be surrendered for payment of the Series B Redemption Price; (e) that dividends on the shares to be redeemed will cease to accumulate on the Series B Redemption Date; and (f) the date on which conversion rights shall expire, the conversion price and the place or places where certificates for such shares are to be surrendered for conversion.
(ii) If notice has been mailed in accordance with Section 13.2(b)(5)(B)(i) above and provided that on or before the Series B Redemption Date specified in such notice all funds necessary for such redemption shall have been irrevocably set aside by the Trust, separate and apart from its other funds in trust for the pro rata benefit of the holders of the Series B Preferred Shares so called for redemption, so as to be, and to continue to be available therefor, then, from and after the Series B Redemption Date, dividends on the Series B Preferred Shares so called for redemption shall cease to accumulate, and said shares shall no longer be deemed to be outstanding and shall not have the status of Series B Preferred Shares and all rights of the holders thereof as shareholders of the Trust (except the right to receive the Series B Redemption Price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any Series B Preferred Shares so redeemed (properly endorsed or assigned for transfer, if the Board of Trustees requires Trust shall so require and the Notice of Redemption states) are to notice shall so state), such Series B Preferred Shares shall be surrendered for payment of redeemed by the Trust at the Series B Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If In case fewer than all RVMTP the Series B Preferred Shares held represented by any Holder such certificate are to be redeemed, a new certificate or certificates shall be issued representing the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP unredeemed Series B Preferred Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price without cost to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Dateholder thereof.
(iii) Upon Any funds deposited with a bank or trust company for the date purpose of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP redeeming Series B Preferred Shares shall no longer be deemed Outstanding for any purpose whatsoever irrevocable except that:
(other than (Aa) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund Trust shall be entitled to receivereceive from such bank or trust company the interest or other earnings, promptly after if any, earned on any money so deposited in trust, and the Redemption Date, holders of any Deposit Securities in excess shares redeemed shall have no claim to such interest or other earnings; and
(b) any balance of monies so deposited by the Trust and unclaimed by the holders of the aggregate Redemption Price of the RVMTP Series B Preferred Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed entitled thereto at the end expiration of three hundred sixty-five (365) calendar days two years from the applicable Series B Redemption Date shallshall be repaid, together with any interest or other earnings earned thereon, to the extent permitted by lawTrust, be and after any such repayment, the holders of the shares entitled to the funds so repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption Trust shall look only to the Fund Trust for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any without interest on the Deposit Securities so depositedor other earnings.
(iv) On or after No Series B Preferred Shares may be redeemed except with funds legally available for the payment of the Series B Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemedPrice.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Unless full accumulated dividends on all Series B Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or contemporaneously are contemporaneously declared and paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other a sum sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no Series B Preferred Shares shall be redeemed (unless all outstanding Series B Preferred Shares are simultaneously redeemed) or purchased or otherwise acquired directly or indirectly (except by conversion into or exchange for capital shares of such the Trust ranking junior to the Series B Preferred Shares as to dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, upon liquidation); provided, however, that the foregoing shall not prevent the redemption of Series B Preferred Shares pursuant to Article VII of the Declaration of Trust or the purchase or acquisition of Outstanding RVMTP Series B Preferred Shares pursuant to an otherwise lawful a purchase or exchange offer made on the same terms to Holders holders of all Outstanding RVMTP Shares and any other series outstanding shares of Series B Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidShares.
(vi) To If the extent that any redemption for which Series B Redemption Date is after a Notice of Redemption has been provided is not made by reason of Record Date and before the absence of legally available funds therefor in accordance with related Quarterly Dividend Date, the Declaration, this Statement and applicable law, dividend payable on such redemption Quarterly Dividend Date shall be made as soon as practicable paid to the extent such funds become available. In holder in whose name the case of any redemption pursuant Series B Preferred Shares to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied redeemed are registered at the time or times and in the manner specified in such Notice close of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid business on such RVMTP Shares Record Date notwithstanding the redemption thereof between such Record Date and the related Quarterly Dividend Date or the Trust's default in accordance with their terms if Deposit Securities for the payment of the Redemption Price dividend due.
(vii) In case of redemption of less than all Series B Preferred Shares at the time outstanding, the Series B Preferred Shares to be redeemed shall be selected pro rata from the holders of record of such RVMTP shares in proportion to the number of Series B Preferred Shares shall not have been deposited in trust held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Calculation and Paying Agent for that purposeTrust.
Appears in 1 contract
Samples: Merger Agreement (Equity Residential Properties Trust)
Procedures for Redemption. (i) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares Written election of a Series pursuant Mandatory Redemption by a Required Majority (a “Redemption Election”) may be mailed to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mailCompany, postage prepaid or by Electronic Means to Holders thereofpaid, or request upon the Calculation and Paying Agent, on behalf occurrence of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Meansa Mandatory Redemption Event. For the avoidance of doubt, a Notice of Any Mandatory Redemption shall not be required if occur no more than 90 days following receipt by the Fund shall be required to redeem, in whole or in part, RVMTP Shares Company of a series pursuant to Section 2.6(a)(iv)Redemption Election. A Notice Promptly following receipt of a Redemption shall be provided not Election, but in no event more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days days, the Company shall send written notice (a “Redemption Notice”) of its receipt of the Redemption Election to each holder of record of: (i) the Series A-1 Cumulative Redeemable Preferred Stock (for a Mandatory Redemption of such stock); and (ii) the Series A-2 Cumulative Redeemable Preferred Stock (for a Mandatory Redemption of such stock). In addition to any information required by law or such shorter by the applicable rules of any exchange or longer period as automated quotation system upon which the Series A-1 Cumulative Redeemable Preferred Stock or the Series A-2 Cumulative Redeemable Preferred Stock may be consented to by all of the Holders of the RVMTP Shares of such Serieslisted or admitted for quotation and trading, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Redemption Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall state: (A) the date of the closing of the redemption, which, pursuant to this Section 5(f)(i), shall be no later than 90 days following receipt by the Company of the Redemption Election (the applicable date, the “Redemption Date”); (B) the applicable Redemption Price on a per share basisPrice; (C) the Series and number of RVMTP Shares shares of the Series A-1 Cumulative Redeemable Preferred Stock or the Series A-2 Cumulative Redeemable Preferred Stock to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the manner and place or places where the certificate(s) at which certificates for such shares (properly endorsed or assigned for transfer, if of the Board of Trustees requires and the Notice of Redemption states) Series A Preferred Stock to be redeemed are to be surrendered for payment of the Redemption Price; and (FE) that dividends on the RVMTP Shares shares of the Series A Preferred Stock to be redeemed will cease to accumulate from and after such on the applicable Redemption Date. Any redemption by the Company pursuant to Section 5(d) shall require, in addition to ninety (90) days’ advance written notice: (i) with respect to redemption of shares of the Series A-1 Cumulative Redeemable Preferred Stock, a notice to each record holder of shares of the Series A-1 Cumulative Redeemable Preferred Stock at the respective addresses of such holders as they appear on the Company’s stock transfer records stating the information listed in (A) through (E) above; and (Gii) with respect to redemption of shares of the provisions Series A-2 Cumulative Redeemable Preferred Stock, a notice to each record holder of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, shares of the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied Series A-2 Cumulative Redeemable Preferred Stock at the time or times and respective addresses of such holders as they appear on the Company’s stock transfer records stating the information listed in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law(A) through (E) above.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from From and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the applicable Redemption Date (so long as any conditions precedent to such redemption have been met or waived by unless the FundCompany defaults in the payment of the Redemption Price), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value dividends on the date thereof no less than the Redemption Price shares of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares Series A Preferred Stock so called for redemption shall cease to accumulate, and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares said shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) to be outstanding and shall not have the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part status of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess Series A Preferred Stock and all rights of the aggregate Redemption Price of holders thereof, as such, (except the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled right to receive the Redemption Price Price) shall cease. Upon surrender, in accordance with a Redemption Notice, of the certificates for such RVMTP Sharesany shares of the Series A Preferred Stock so redeemed (properly endorsed or assigned for transfer, without interestif the Company shall so require and the notice shall so state), and or in the event the certificates are lost, stolen or missing, upon delivery of an affidavit of loss, such shares of the Series A Preferred Stock shall be redeemed by the Company at the Redemption Price by wire transfer to the holder of record of such certificate. In case of a redemption of fewer than all of the RVMTP Shares shares of the Series A Preferred Stock to be redeemed represented by any such certificate(s)certificate are redeemed, a new certificate or certificates shall be issued representing the RVMTP Shares that were not redeemedunredeemed shares of the Series A Preferred Stock without cost to the holder(s) thereof.
(viii) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to Unless full cumulative dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of the Series A Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall Stock have been or contemporaneously are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (paid in the case of the RVMTP Shares) cash or other declared and a sum sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment thereof in cash set aside for payment for all prior Dividend Periods and the then-current Dividend Period and deposited in trust with an Eligible Trustee, no Series A Preferred Stock shall be redeemed by the Company pursuant to Section 5(d) unless all outstanding shares of such dividends the Series A Preferred Stock are simultaneously redeemed and other distributions) the Company shall have been not purchase or are contemporaneously deposited with otherwise acquire, directly or indirectly, any shares of the Calculation and Paying Agent or other applicable paying agent for such Series A Preferred Shares in accordance with the terms of such Preferred Shares, Stock; provided, however, that the foregoing restrictions on redemptions and purchases shall not prevent the purchase or acquisition of Outstanding RVMTP Shares the Series A Preferred Stock by the Company pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders holders of all Outstanding RVMTP Shares and of the outstanding shares of the Series A Preferred Stock for shares of Company capital stock ranking on a parity with or junior to the Series A Preferred Stock.
(iv) If on any other series Redemption Date the Company’s Surplus is less than the amount necessary to pay the full Redemption Price for the total number of shares of the Series A Preferred Shares Stock to be redeemed pursuant to this Section 5, the Company shall (A) take all appropriate action reasonably within its means to maximize its Surplus available for which paying the Redemption Price, (B) first use any such Surplus to pay all accumulated accrued and unpaid dividends and then to call for redemption the maximum possible number of shares of the Series A Preferred Stock that it can redeem on such Redemption Date out of all such Surplus available therefor on such date, pro rata among the holders of the Series A Preferred Stock, based on the number of shares of the Series A Preferred Stock held by each holder (with any necessary adjustments to avoid fractional shares), or by any other distributions have equitable method that the Company may determine to use, and (C) following the applicable Redemption Date, at any time and from time to time when additional assets of the Company become legally available to redeem the remaining the Series A Preferred Stock, the Company shall promptly notify the holders of the Series A Preferred Stock and such holders may then mail a Redemption Election to the Company. If fewer than all the shares of the Series A Preferred Stock represented by any share certificate are to be so redeemed, the Company shall issue a new certificate for the shares not been paidredeemed without cost to the holder(s) thereof.
(viv) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason All shares of the absence of legally available funds therefor in accordance with the Declaration, Series A Preferred Stock redeemed or repurchased pursuant to this Statement and applicable law, such redemption Section 5 shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default retired and shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price restored: (i) with respect to any redemptions of the Series A-1 Cumulative Redeemable Preferred Stock, to the status of authorized but unissued shares where (1) of the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent Series A-1 Cumulative Redeemable Preferred Stock; and (2ii) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment redemptions of the Redemption Price Series A-2 Cumulative Redeemable Preferred Stock, to the status of such RVMTP Shares shall not have been deposited in trust with authorized but unissued shares of the Calculation and Paying Agent for that purposeSeries A-2 Cumulative Redeemable Preferred Stock.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement
Procedures for Redemption. (i) If In the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares event of a Series redemption pursuant to this Section 2.6(a), (b) or (c)4, the Fund Company shall deliver provide the Holders written notice (a “Redemption Notice”) of a Fundamental Change Redemption, Mandatory Redemption, Cash Dividend Default Redemption or Optional Redemption, as the case may be, which notice of redemption (the “Notice of Redemption”), by overnight delivery, by first class mail, postage prepaid or by Electronic Means shall be delivered to Holders thereof, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not fewer than thirty (30) days nor more than thirty-five sixty (3560) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption , and which shall state: set forth (Ai) the Redemption Date; , (Bii) the applicable Redemption Price on a per share basis; (C) the Series and number of RVMTP Shares to be redeemed; (D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment Liquidation Preference as of the Redemption Price; most recent Dividend Payment Date, (Fiii) a statement that dividends on the RVMTP Preference Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(c) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date for the Redemption Price, (iv) a statement that, unless the Company defaults on the payment of the Redemption Price, dividends on the Preference Shares to be redeemed shall cease to accrue on the Redemption Date, and (Bvi) give a statement that, unless the Calculation Company defaults on the payment of the Redemption Price, on the Redemption Date, each Preference Share to be redeemed shall automatically and Paying Agent irrevocable instructions without further action by the Holder cease to be outstanding and authority that the former Holder thereof shall have no rights or privileges with respect thereto other than to receive the Redemption Price upon surrender by such Holder of any certificates representing such Preference Shares. The Company shall pay the applicable Redemption Price to the Holders of the RVMTP Preference Shares called for redemption on at the Redemption Dateaddress of such Holders as listed in the Register upon surrender of the certificates, if any, representing the Preference Shares to be redeemed and receipt of any written instrument or instructions of transfer or other documents and endorsements reasonably requested by the Company. The Fund If such certificates are lost, stolen or destroyed, the Company may direct require an affidavit certifying to such effect and, if requested, an agreement indemnifying the Calculation Company from any losses incurred in connection therewith, in each case, in form and Paying Agent with respect substance reasonably satisfactory to the investment of any Deposit Securities consisting of cash so deposited Company, from such Holder prior to the Redemption Date, provided that the proceeds of any paying such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Dateamounts.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shall, to the extent permitted by law, be repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption shall look only to the Fund for payment of the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Samples: Share Repurchase and Preference Share Sale Agreement (Yahoo Inc)
Procedures for Redemption. (i) If fewer than all outstanding shares of Series A Junior Preferred Stock are to be redeemed, the Fund number of shares of Series A Junior Preferred Stock to be redeemed from each Holder thereof shall determine or be required the number of shares determined by multiplying the total number of shares of Series A Junior Preferred Stock to redeembe redeemed by a fraction, in whole or the numerator of which shall be the total number of shares of Series A Junior Preferred Stock held by such Holder and the denominator of which shall be the total number of shares of Series A Junior Preferred Stock then outstanding. Upon surrender of a stock certificate evidencing shares of Series A Junior Preferred Stock that are redeemed in part, RVMTP Shares of the Corporation shall issue and deliver or cause to have issued and delivered to a Series pursuant to Section 2.6(aHolder (at the Corporation's expense) a new stock certificate evidencing the unredeemed shares.
(ii) At least 30 days but not more than 60 days before the applicable Redemption Date, the Corporation or, at the Corporation's request, the Corporation's transfer agent (the "Transfer Agent"), (b) or (c), the Fund shall deliver mail a notice of redemption (the “Notice of Redemption”), by overnight delivery, by first first-class mail, mail postage prepaid or by Electronic Means to Holders thereofeach Holder, or request addressed to each such Holder at its last address shown on the Calculation and Paying Agent, on behalf stock transfer books of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic MeansCorporation. For Such notice shall identify the avoidance shares of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). Series A Notice of Redemption shall be provided not more than thirty-five (35) calendar days prior to the date fixed for redemption and not less than ten (10) calendar days (or such shorter or longer period as may be consented to by all of the Holders of the RVMTP Shares of such Series, which consent shall not be deemed Junior Preferred Stock to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption shall redeemed and shall, among other things, state: :
(A) the Redemption Date; ;
(B) the applicable Redemption Price on a per share basis; Price;
(C) that the shares of Series and number of RVMTP Shares A Junior Preferred Stock called for redemption must be surrendered to be redeemed; the Corporation to collect the Redemption Price;
(D) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F) that dividends on the RVMTP Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder of the outstanding shares of Series A Junior Preferred Stock are to be redeemed, the Notice identification and amounts of Redemption delivered to such Holder shall also specify the number shares of RVMTP Shares Series A Junior Preferred Stock to be redeemed from redeemed, and that after the applicable Redemption Date, upon surrender of the stock certificate or certificates evidencing such Holder and/or shares, a new stock certificate equal to the method unredeemed portion will be issued; and
(E) the section of determining such number. The Fund may provide in any Notice the Certificate of Redemption relating to an optional redemption contemplated to be effected Designation pursuant to Section 2.6(c) which the shares of this Statement that such Series A Junior Preferred Stock called for redemption is subject are being redeemed. Failure to one give notice or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No any defect in the Notice of Redemption or delivery thereof notice to any Holder shall not affect the validity of redemption proceedings, except as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required notice given to redeem RVMTP Shares on the Mandatory Tender Date pursuant to Section 2.6(a)(iv), then at any time from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment shall be available at the opening of business on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Dateother Holder.
(iii) Upon No later than one Business Day prior to the date of applicable Redemption Date, the Corporation shall deposit of such Deposit Securities, all rights of with the Holders of the RVMTP Shares so called for redemption shall cease and terminate except the right of the Holders thereof Transfer Agent funds sufficient to receive pay the Redemption Price thereof for all shares of Series A Junior Preferred Stock to be redeemed.
(iv) As long as the Corporation has complied with the requirements set forth in this Section 6(c), from and such RVMTP Shares after the applicable Redemption Date, shares of Series A Junior Preferred Stock so redeemed shall be cancelled and shall no longer be deemed Outstanding for any purpose whatsoever (other than (A) the transfer thereof prior to the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Datebe outstanding, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receive, promptly after the Redemption Date, any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shalland, to the extent permitted by law, be repaid to the Fund, after which the Holders thereof no longer hold any Capital Stock, all rights of such Holders as stockholders of the RVMTP Shares so called for redemption shall look only Corporation (except the right to receive from the Fund for payment of Corporation the Redemption Price thereof. The Fund shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemed.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (xPrice) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paidcease.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Procedures for Redemption. (iA) If the Fund shall determine or be required to redeem, in whole or in part, RVMTP Shares of a Series pursuant to Section 2.6(a), (b) or (c), the Fund shall deliver a notice of redemption (the “Notice of Redemption”), any redemption will be mailed by overnight delivery, by first class mailthe Corporation, postage prepaid or by Electronic Means to Holders thereofprepaid, or request the Calculation and Paying Agent, on behalf of the Fund, to promptly do so by overnight delivery, by first class mail, postage prepaid or by Electronic Means. For the avoidance of doubt, a Notice of Redemption shall not be required if the Fund shall be required to redeem, in whole or in part, RVMTP Shares of a series pursuant to Section 2.6(a)(iv). A Notice of Redemption shall be provided not less than 30 nor more than thirty-five (35) calendar 90 days prior to the date fixed Redemption Date, addressed to the holders of record of the Series A Preferred Stock to be redeemed at their addresses as they appear on the share transfer records of the Corporation. No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption and not less than ten (10) calendar days (of any Series A Preferred Stock except as to the holder to whom the Corporation has failed to give notice or such shorter except as to the holder to whom notice was defective. In addition to any information required by law or longer period as by the applicable rules of any exchange upon which Series A Preferred Stock may be consented listed or admitted to by all of the Holders of the RVMTP Shares of trading, such Series, which consent shall not be deemed to be a vote required by Section 2.7) prior to the date fixed for redemption pursuant to Section 2.6(c) in such Notice of Redemption (the “Redemption Date”). Each such Notice of Redemption notice shall state: (Aa) the Redemption Date; (Bb) the applicable Redemption Price on a per share basisPrice; (Cc) the Series and number of RVMTP Shares shares of Series A Preferred Stock to be redeemed; (Dd) the CUSIP number for RVMTP Shares of such Series; (E) if applicable, the place or places where the certificate(s) certificates for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (Fe) that dividends the date on which conversion rights shall expire, the RVMTP Shares conversion price and the place or places where certificates for such shares are to be redeemed will cease to accumulate from and after such Redemption Datesurrendered for conversion; and (Gf) the provisions of this Statement under which such redemption is made. If fewer than all RVMTP Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of RVMTP Shares to be redeemed from shares of Common Stock of the Corporation outstanding on the date of such Holder and/or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section 2.6(cnotice.
(B) of this Statement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition If notice has been satisfied at mailed in accordance with subparagraph (5)(b)(i) above and provided that on or before the time or times and in the manner Redemption Date specified in such Notice notice all funds necessary for such redemption shall have been irrevocably set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of Redemption. No defect in the Notice holders of Redemption or delivery thereof shall affect the validity of redemption proceedingsSeries A Preferred Stock so called for redemption, except so as required by applicable law.
(ii) If (1) the Fund shall give a Notice of Redemption or (2) the Fund is required to redeem RVMTP Shares on the Mandatory Tender Date pursuant be, and to Section 2.6(a)(iv)continue to be available therefor, then at any time then, from and after the giving of such Notice of Redemption or Notice of Mandatory Tender, as applicable, and prior to 12:00 noon, New York City time, on the Redemption Date (so long as any conditions precedent to such redemption have been met or waived by the Fund), the Fund shall (A) deposit with the Calculation and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof no less than the Redemption Price of the RVMTP Shares to be redeemed on the Redemption Date and (B) give the Calculation and Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders of the RVMTP Shares called for redemption on the Redemption Date. The Fund may direct the Calculation and Paying Agent with respect to the investment of any Deposit Securities consisting of cash so deposited prior to the Redemption Date, provided that the proceeds of any such investment distributions shall be available at the opening of business no longer accrue on the Redemption Date as same-day funds. Notwithstanding the provisions of clause (A) of the preceding sentence, if the Redemption Date is either the Term Redemption Date, or a Mandatory Tender Date, then such deposit of Deposit Securities (which may come in whole or in part from the Term Redemption Liquidity Account) shall be made no later than fifteen (15) calendar days prior to the Term Redemption Date or such Mandatory Tender Date.
(iii) Upon the date of the deposit of such Deposit Securities, all rights of the Holders of the RVMTP Shares so called for redemption shall cease said shares and terminate except the right of the Holders thereof to receive the Redemption Price thereof and such RVMTP Shares said shares shall no longer be deemed Outstanding to be outstanding and shall not have the status of Series A Preferred Stock and all rights of the holders thereof as shareholders of the Corporation (except the right to receive the Redemption Price) shall cease. Upon surrender, in accordance with said notice, of the certificates for any shares of Series A Preferred Stock so redeemed (properly endorsed or assigned for transfer, if the 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. In case fewer than all the Series A Preferred Stock represented by any such certificate are redeemed, a new certificate or certificates shall be issued representing the unredeemed Series A Preferred Stock without cost to the holder thereof.
(C) Any funds deposited with a bank or trust company for the purpose whatsoever (of redeeming shares of Series A Preferred Stock shall be irrevocable except that: the Corporation shall be entitled to receive from such bank or trust company the interest or other than (A) earnings, if any, earned on any money so deposited in trust, and the transfer thereof prior holders of any shares redeemed shall have no claim to such interest or other earnings; any balance of monies so deposited by the Corporation and unclaimed by the holders of the Series A Preferred Stock entitled thereto at the expiration of one year from the applicable Redemption Date and (B) the accumulation of dividends thereon in accordance with the terms hereof up to (but excluding) the applicable Redemption Date, which accumulated dividends, unless previously declared and paid as contemplated by the last sentence of Section 2.6(d)(vi) below, shall be payable only as part of the applicable Redemption Price on the Redemption Date). The Fund shall be entitled to receiverepaid, promptly after the Redemption Date, together with any Deposit Securities in excess of the aggregate Redemption Price of the RVMTP Shares called for redemption and redeemed on the Redemption Date. Any Deposit Securities so deposited that are unclaimed at the end of three hundred sixty-five (365) calendar days from the Redemption Date shallinterest or other earnings earned thereon, to the extent permitted by lawCorporation, be and after any such repayment, the holders of the shares entitled to the funds so repaid to the Fund, after which the Holders of the RVMTP Shares so called for redemption Corporation shall look only to the Fund Corporation for payment of without interest or other earnings; and any funds set aside to redeem Series A Preferred Stock that is converted into Common Stock prior to the Redemption Price thereof. The Fund Date shall be entitled to receive, from time to time after the Redemption Date, any interest on the Deposit Securities so deposited.
(iv) On or after the Redemption Date, each Holder of RVMTP Shares in certificated form (if any) that are subject to redemption shall surrender the certificate(s) evidencing such RVMTP Shares immediately delivered to the Fund at the place designated in the Notice of Redemption and shall then be entitled to receive the Redemption Price for such RVMTP Shares, without interest, and in the case of a redemption of fewer than all the RVMTP Shares represented by such certificate(s), a new certificate representing the RVMTP Shares that were not redeemedCorporation.
(v) Notwithstanding the other provisions of this Section 2.6, except as otherwise required by law, the Fund shall not redeem any RVMTP Shares or other series of Preferred Shares ranking on a parity with the RVMTP Shares with respect to dividends and other distributions unless all accumulated and unpaid dividends and other distributions on all Outstanding RVMTP Shares and shares of other series of Preferred Shares for all applicable past dividend periods (whether or not earned or declared by the Fund) (x) shall have been or are contemporaneously paid or (y) shall have been or are contemporaneously declared and Deposit Securities (in the case of the RVMTP Shares) or other sufficient securities or funds (in the case of other Preferred Shares, as applicable) (in accordance with the terms of such Preferred Shares for the payment of such dividends and other distributions) shall have been or are contemporaneously deposited with the Calculation and Paying Agent or other applicable paying agent for such Preferred Shares in accordance with the terms of such Preferred Shares, provided, however, that the foregoing shall not prevent the purchase or acquisition of Outstanding RVMTP Shares pursuant to an otherwise lawful purchase or exchange offer made on the same terms to Holders of all Outstanding RVMTP Shares and any other series of Preferred Shares for which all accumulated and unpaid dividends and other distributions have not been paid.
(vi) To the extent that any redemption for which a Notice of Redemption has been provided is not made by reason of the absence of legally available funds therefor in accordance with the Declaration, this Statement and applicable law, such redemption shall be made as soon as practicable to the extent such funds become available. In the case of any redemption pursuant to Section 2.6(c), no Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Calculation and Paying Agent the Redemption Price with respect to any shares where (1) the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2) any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any RVMTP Shares, dividends may be declared and paid on such RVMTP Shares in accordance with their terms if Deposit Securities for the payment of the Redemption Price of such RVMTP Shares shall not have been deposited in trust with the Calculation and Paying Agent for that purpose.
Appears in 1 contract
Samples: Common Stock and Preferred Stock Purchase Agreement (Wellsford Real Properties Inc)