Redemption and Exchange. (a) The Board of Directors, with the concurrence of the Audit Committee, may, at its option, at any time prior to the Close of Business on the earlier of (x) the tenth Business Day following the Shares Acquisition Date (or such later date as the Board of Directors, with the concurrence of the Audit Committee, shall determine, which determination to be made prior to the Close of Business on the tenth Business Day following the Shares Acquisition Date) and (y) the Final Expiration Date, redeem all but not less than all the then outstanding Rights at a redemption price of $.001 per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price per Right being hereinafter referred to as the "Redemption Price"). Notwithstanding anything contained in this Rights Agreement to the contrary, the Rights shall not be exercisable after the first occurrence of an event described in Section 11(a)(ii) until such time as the Company's right of redemption hereunder has expired. The Company may, at its option, pay the Redemption Price in cash, Ordinary Shares of the Company (based on the Current Market Price of such Ordinary Shares at the time of redemption, provided, however, that, unless permitted by applicable law, the effective consideration per Ordinary Share paid to the Company shall not be less than the par value thereof) or any other form of consideration deemed appropriate by the Board of Directors.
(b) Immediately upon the action of the Board of Directors ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the holders of Rights shall have no further rights other than the right to receive the Redemption Price. Promptly after the action of the Board of Directors ordering the redemption of the Rights, the Company shall give notice of such redemption to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Ordinary Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment of the Redemption Price will be made.
(c) The Boar...
Redemption and Exchange. 39 Section 24. Notice of Certain Events...........................................................42 Section 25. Notices............................................................................43
Redemption and Exchange. On the basis of the representations, ----------------------- warranties, covenants and agreements herein and subject to the satisfaction or waiver of the conditions set forth herein and the terms hereof, CII will redeem and purchase from, or exchange with, each Redeeming Stockholder, and each Redeeming Stockholder will sell to, or exchange with, CII, the following securities (the "Redeemed Securities"): -------------------
(i) all shares of CII Preferred Stock held by such Redeeming Stockholder for a purchase price of $50.00 per share plus all dividends which are accrued and unpaid on such share as of the Closing Date;
(ii) all shares of CII Common Stock held by such Redeeming Stockholder (other than (A) the number of shares of CII Common Stock set forth opposite such Redeeming Stockholder's name under the heading "Shares of Common Stock Retained" on the Schedule of Redeeming Stockholders ---------------------------------- attached hereto, (B) the shares of CII Common Stock sold by the Participating Stockholders to the New Investors pursuant to Section 3.2 above, and (C) the shares of CII Common Stock being exchanged for shares of New Preferred Stock pursuant to Section 3.4(a)(iii) below), for a purchase price of $10.00 per share; and
(iii) with respect to each Participating Stockholder, a number of shares of CII Common Stock equal to 1/10 of the amount set forth opposite such Redeeming Stockholder's name under the heading "New Preferred Stock Rollover Amount" on the Schedule of Redeeming Stockholders attached ---------------------------------- hereto, in exchange for a number of shares of New Preferred Stock having an aggregate liquidation value equal to the amount set forth opposite such Participating Stockholder's name under the heading "New Preferred Stock Rollover Amount" on the Schedule of Redeeming Stockholders attached hereto. ---------------------------------- The aggregate consideration payable by CII for the Redeemed Securities (the "Redemption Consideration") will be the sum of (i) an amount of cash equal to ------------------------- (A) $113,750,000, (B) plus the excess of the Net Working Capital Amount over the Baseline Working Capital Amount or minus the excess of the Baseline Working Capital Amount over the Net Working Capital Amount, (C) less the Indebtedness Payment, (D) less the Kilovac Payment, (E) less the Debt, other than Debt included as part of the Indebtedness Payment or the Kilovac Payment, (F) less the Management Bonus Payment, (...
Redemption and Exchange. The holders of LP Units will have no right to redeem LP Units or exchange LP Units for other securities. Any holder(s) of outstanding Preferred LP Units have the right to request a return of the Capital contributed to acquire the Preferred LP Units as a return of Capital on the Preferred LP Units in accordance with the terms of such Preferred LP Units.
Redemption and Exchange. The holders of GP Units will have no right to redeem GP Units or exchange GP Units for other securities.
Redemption and Exchange. 50 SECTION 11.01 Exchange of Paired Interests for Class A Common Stock ................ 50 SECTION 11.02 Exchange Procedures; Notices and Revocations ............................... 51 SECTION 11.03
Redemption and Exchange. RIGHTS 40 11.01 Redemption Right of a Member 40 11.02 Contribution of the Corporation 44 11.03 Exchange Right of the Corporation 44
Redemption and Exchange. Subject to satisfaction (or waiver) of the conditions set forth in Sections 5 and 6, the Company shall at the Closing (as defined below), in exchange for the Investor surrendering to the Company its Initial Notes and cancellation of the Purchase Rights, deliver to the Investor an amount equal to the Investor Redemption Amount, the Replacement Warrants and the Investor Preferred Shares.
Redemption and Exchange. All conditions to consummation of the Redemption and Exchange shall have been satisfied or validly waived pursuant to the terms of the ETP Redemption Agreement and each of the parties thereto shall have executed and delivered to the Parties a certificate stating that such parties thereto will consummate the Redemption and Exchange Agreement immediately following the Closing.
Redemption and Exchange. (a) SMBC may redeem/exchange in any regular periodic redemption/exchange window (meaning the date for such a regular periodic redemption/exchange window established by General Partner under Section 14.1(d)(v) of the Amended and Restated Agreement of Limited Partnership of Moelis Advisory (the “Advisory LPA”) for which one may submit a Notice of Redemption (as defined in the Advisory LPA)) opened, its Moelis Advisory Units into Moelis & Company Class A Common Stock (or cash at the election of General Partner) as follows: - 50% on or after July 1, 2015; - 50% on or after the second anniversary of the IPO closing date (that is April 22, 2016).
(b) Moelis Advisory and General Partner will provide SMBC with a redemption/exchange window (or other opportunity for redemption/exchange of its Moelis Advisory Units into Moelis & Company Class A Common Stock (or cash at the election of General Partner)) no later than August 31, 2015, without regard to whether Moelis & Company has a Form S-3 registration statement in effect or is eligible to use Form S-3, in accordance with the terms of the Advisory LPA. Moelis Advisory may allow a redemption/exchange window to holders excluding SMBC, executive officers of Moelis & Company (“Executive Officers”) and Moelis Advisory Managing Directors with respect to their Managing Director Units prior to July 1, 2015 in accordance with the terms of the Advisory LPA.
(c) Thereafter, Moelis Advisory and General Partner will provide SMBC with a redemption/exchange window (or other opportunity for redemption/exchange of its Moelis Advisory Units into Moelis & Company Class A Common Stock (or cash at the election of General Partner)) no less frequently than once per calendar year in accordance with the terms of the Advisory LPA.
(d) Underwritten secondary offerings do not count as an opportunity for redemption/exchange. Opportunities for redemption/exchange that are cancelled or postponed to the following year by Moelis Advisory, Moelis & Company or General Partner or their respective affiliates (for example, due to a secondary offering or blackout period) do not count as an opportunity for redemption/exchange. An opportunity for redemption/exchange that SMBC cannot participate in because SMBC revoked its election to participate in the prior redemption/exchange, does count as an opportunity for redemption/exchange.
