Common use of REDEMPTION AND REPURCHASE Clause in Contracts

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased.

Appears in 8 contracts

Samples: Deposit Agreement (GDC Technology LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (YY Inc.)

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REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited SecuritiesShares, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within as may be required by the terms of Section 5.7Depositary, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities Shares in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs ADRs and cancel ReceiptsCertificates, if applicable, upon delivery of such ADSs ADRs by Holders thereof and the terms set forth in Sections Section 4.1 and Section 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities Shares are redeemed or repurchased, the ADSs ADRs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS ADR shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-toADR(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities Shares represented by ADSs ADRs (subject to the terms of Section 4.6 hereof of the Deposit Agreement) and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities Shares represented by each ADS ADR redeemed or repurchased.

Appears in 2 contracts

Samples: Deposit Agreement (GDC Technology LTD), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within as may be required by the terms of Section 5.7Depositary, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections Section 4.1 and Section 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities Shares are redeemed or repurchased, the ADSs ADSs’ to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof of the Deposit Agreement) and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased.

Appears in 2 contracts

Samples: Deposit Agreement (YY Inc.), Deposit Agreement (YY Inc.)

REDEMPTION AND REPURCHASE. (a) If a Tax Event occurs and is continuing, the Company may, at its option and upon not less than 30 nor more than 60 days' notice to the Holders of the Notes, redeem the Notes in whole (but not in part) at a price per Note equal to the Redemption Amount, plus any accrued and unpaid interest (including compound interest, if any) to the Tax Event Redemption Date (as defined below). If the Company intends elects to exercise any right redeem the Notes following the occurrence of redemption or repurchase in respect of any of the Deposited Securitiesa Tax Event, (i) the Company shall give timely notice thereof certify in writing to the Depositary which shall set forth Trustee the particulars occurrence of the proposed redemption or repurchase. Upon timely receipt of (i) such notice Tax Event and the applicable Redemption Amount; (ii) satisfactory documentation given by the Company aggregate Redemption Amount, plus any accrued and unpaid interest (including compound interest, if any) to the Depositary within Tax Event Redemption Date, shall be paid prior to 12:00 noon, New York City time, on the terms date of Section 5.7, redemption (the "Tax Event Redemption Date") by check or wire transfer in immediately available funds at such place and to such account as may be designated by each such Holder; (iii) the provision Company shall appoint a Quotation Agent to assemble (or, in the event of a Tax Event Redemption Date following a successful Remarketing) to ascertain the purchase price of the Treasury Portfolio in consultation with the Company; and (iv) such redemption shall otherwise be in accordance with the provisions of Article 11 of the Indenture. (b) If a Failed Secondary Remarketing has occurred, holders of Notes who hold such Notes following the Purchase Contract Settlement Date will have the right to deliver the Notes to the Company for repurchase on December 1, 2005 (the "Note Repurchase Date"), upon at least three Business Days prior notice, at a price per Note equal to the principal amount of such Notes plus any accrued and unpaid interest (the "Note Put Price"). (c) In order for the Notes to be repurchased on the Note Repurchase Date, the Trustee must receive on or prior to 5:00 p.m. New York City time on the third Business Day immediately preceding the Note Repurchase Date, at its Corporate Trust Office or at an office or agency maintained by the Company in the Borough of Manhattan, The City of New York, the Notes to be repurchased with the form entitled "Option to Elect Repurchase" on the reverse of or otherwise accompanying such Notes duly completed. Any such notice received by the Trustee shall be irrevocable. All questions as to the Depositary validity, eligibility (including time of a legal opinion (at the expense receipt) and acceptance of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary Notes for repayment shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS Company, whose determination shall be the dollar equivalent final and binding. (d) Payment of the per share amount received by Note Put Price shall be made through the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (Trustee, subject to the Trustee's receipt of payment from the Company in accordance with the terms of Section 4.6 hereof and the applicable fees and charges ofIndenture, no later than 12:00 noon, New York City time, on the Note Repurchase Date, and expenses incurred byto such account as may be designated. Neither the Trustee nor the Company will be required to register or cause to be registered the transfer of any Note for which repayment has been elected. (e) Unless the Company defaults in its obligation to pay the Redemption Amount, plus any accrued and unpaid interest including compound interest or the Note Put Price, on and after the Tax Event Redemption Date or the Note Repurchase Date, as the case may be, interest shall cease to accrue on the Notes so redeemed. (f) Except as provided in Section 205(a), the DepositaryCompany will have no right to redeem the Notes. (g) The Notes will not be subject to a sinking fund provision. (h) The Company will have no right to satisfy and discharge any of its obligations on the Notes by making, and taxes) multiplied or causing to be made, any deposit of money or Government Obligations provided for by Article Fourteen of the number of Deposited Securities represented by each ADS redeemed or repurchasedIndenture.

Appears in 2 contracts

Samples: First Supplemental Indenture (Public Service Electric & Gas Co), First Supplemental Indenture (Public Service Enterprise Group Inc)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs American Depositary Shares and cancel Receipts, if applicable, upon delivery of such ADSs American Depositary Shares by Holders thereof and pursuant to the terms set forth in Sections Section 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs American Depositary Shares to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS American Depositary Shares shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-toAmerican Depositary Share(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs American Depositary Shares (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS American Depositary Share redeemed or repurchased.

Appears in 2 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited SecuritiesShares, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within as may be required by the terms of Section 5.7Depositary, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities Shares in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs GDRs and cancel ReceiptsCertificates, if applicable, upon delivery of such ADSs GDRs by Holders thereof and the terms set forth in Sections Section 4.1 and Section 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities Shares are redeemed or repurchased, the ADSs GDRs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS GDR shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-toGDR(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities Shares represented by ADSs GDRs (subject to the terms of Section 4.6 hereof of the Deposit Agreement) and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities Shares represented by each ADS GDR redeemed or repurchased.

Appears in 2 contracts

Samples: Deposit Agreement (NetQin Mobile Inc.), Deposit Agreement (NetQin Mobile Inc.)

REDEMPTION AND REPURCHASE. If (A) (i) Redemption of the Securities at the Company’s option, as permitted by this Indenture, shall be made in accordance with paragraphs 6 and 7 of the Securities (a “Redemption”), (ii) repurchases at the Holder’s option, as permitted by this Indenture, shall be made in accordance with paragraph 8 of the Securities (a “Purchase at Holder’s Option”) and (iii) repurchases upon a Fundamental Change, as permitted by this Indenture, shall be made in accordance with paragraph 9 of the Securities (a “Repurchase Upon Fundamental Change”), in each case in accordance with the applicable provisions of this Article III. (B) The Company will comply with all federal and state securities laws, and the applicable laws of any foreign jurisdiction, in connection with any offer to sell or solicitations of offers to buy Securities pursuant to this Article III. (C) The Company shall not have the right to redeem any Securities prior to December 1, 2014, except to preserve the Company’s status as a real estate investment trust. If, at any time, the Company intends determines that it is necessary to exercise redeem the Securities in order to preserve the Company’s status as a real estate investment trust, the Company may redeem all or any right of redemption or repurchase in respect of any part of the Deposited SecuritiesSecurities at a price payable in cash equal to the Redemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. In such case, the Company shall give timely notice thereof to provide the Depositary which shall set forth Trustee with an Officers’ Certificate evidencing that the particulars Board of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by Company has, in good faith, made the Company determination that it is necessary to redeem the Depositary within the terms of Section 5.7, (iii) the provision by the Company Securities in order to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in preserve the Company’s notice status as a real estate investment trust, on which the Trustee may conclusively rely. The Company shall have the right, at the Company’s option, at any time, and from time to time, on a Redemption Date on or after December 1, 2014, to redeem all or any part of the Securities at a price payable in cash equal to the DepositaryRedemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Depositary Redemption Date must be a Business Day. If the Redemption Date with respect to a Security is after a Regular Record Date and on or before the related Interest Payment Date, then accrued and unpaid interest to, but excluding, such Interest Payment Date shall instruct the Custodian to present be paid, on such Interest Payment Date, to the Holder of record of such Security at the close of business on such Regular Record Date, and the Holder surrendering such Security for Redemption shall not be entitled to any such interest unless such Holder was also the Holder of record of such Security at the close of business on such Regular Record Date. The Company will make at least ten (10) semi-annual interest payments on the Deposited Securities prior to or on any Redemption Date, provided that the foregoing shall not apply in the event of a redemption to preserve the Company’s status as a real estate investment trust. (D) Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less denominations larger than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as $1,000 principal amount may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent redeemed in part but only in integral multiples of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased$1,000 principal amount.

Appears in 1 contract

Samples: Supplemental Indenture (Health Care Reit Inc /De/)

REDEMPTION AND REPURCHASE. If (A) (i) Redemption of the Securities at the Company’s option, as permitted by this Indenture, shall be made in accordance with paragraphs 6 and 7 of the Securities (a “Redemption”), (ii) repurchases at the Holder’s option, as permitted by this Indenture, shall be made in accordance with paragraph 8 of the Securities (a “Purchase at Holder’s Option”) and (iii) repurchases upon a Fundamental Change, as permitted by this Indenture, shall be made in accordance with paragraph 9 of the Securities (a “Repurchase Upon Fundamental Change”), in each case in accordance with the applicable provisions of this Article III. (B) The Company will comply with all federal and state securities laws, and the applicable laws of any foreign jurisdiction, in connection with any offer to sell or solicitations of offers to buy Securities pursuant to this Article III. (C) The Company shall not have the right to redeem any Securities prior to December 1, 2011, except to preserve the Company’s status as a real estate investment trust. If, at any time, the Company intends determines that it is necessary to exercise redeem the Securities in order to preserve the Company’s status as a real estate investment trust, the Company may redeem all or any right of redemption or repurchase in respect of any part of the Deposited SecuritiesSecurities at a price payable in cash equal to the Redemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. In such case, the Company shall give timely notice thereof to provide the Depositary which shall set forth Trustee with an Officers’ Certificate evidencing that the particulars Board of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by Company has, in good faith, made the Company determination that it is necessary to redeem the Depositary within the terms of Section 5.7, (iii) the provision by the Company Securities in order to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in preserve the Company’s notice status as a real estate investment trust, on which the Trustee may conclusively rely. The Company shall have the right, at the Company’s option, at any time, and from time to time, on a Redemption Date on or after December 1, 2011, to redeem all or any part of the Securities at a price payable in cash equal to the DepositaryRedemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Depositary In no event shall instruct any Redemption Date be a Legal Holiday; provided further, that if the Custodian Redemption Date with respect to present a Security is after a record date for the payment of an installment of interest and on or before the related interest payment date, then accrued and unpaid interest to, but excluding, such interest payment date shall be paid, on such interest payment date, to the Company Holder of record of such Security at the Deposited close of business on such record date, and the Holder surrendering such Security for Redemption shall not be entitled to any such interest unless such Holder was also the Holder of record of such Security at the close of business on such record date. (D) Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less denominations larger than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as $1,000 principal amount may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent redeemed in part but only in integral multiples of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased$1,000 principal amount.

Appears in 1 contract

Samples: Supplemental Indenture (Health Care Reit Inc /De/)

REDEMPTION AND REPURCHASE. If (a) Redemption at the Option of the Company. Subject to compliance with Section 42 of the Companies Xxx 0000 of Bermuda, the Series A Preference Shares may be redeemed, in whole or in part, on any date on or after November 15, 2024, at the option of the Company, upon giving notice of redemption pursuant to Section 8(d), at a cash redemption price per share of Series A Preference Shares equal to the sum of (1) the Stated Value per share of the Series A Preference Shares to be redeemed plus (2) an amount per share equal to accrued, but unpaid, Dividends on such share of Series A Preference Shares (other than any such Regular Dividends included in such Stated Value) to, but excluding, the date of redemption; provided, however, that if the redemption date occurs on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, then (x) on such Dividend Payment Date, such Dividend will be paid on the Series A Preference Shares notwithstanding such redemption; and (y) the amount of such Dividend, if a Regular Dividend, will not be included in the sum in clause (1) above; provided, further, that the Company intends will in no event fix a redemption date that is on or after the Record Date for a Dividend and on or before the immediately following Dividend Payment Date unless the Company shall have declared and set aside the full amount of Dividends due on such Dividend Payment Date. Notwithstanding anything to exercise any right of redemption or repurchase the contrary in respect of any of the Deposited Securitiesthis Series A Certificate, the Company shall give timely will not have the right to redeem any Series A Preference Shares pursuant to this Section 8(a) unless a Registration Statement that covers the resale of all then-outstanding Registrable Securities is, at all times during the period that begins on the date the notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law sent pursuant to Section 8(d) and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of ends on the applicable redemption or repurchase price. Upon receipt of confirmation from date, effective under the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof Securities Act and the terms set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent holders of the per share amount received by Series A Preference Shares or the Depositary Common Shares issued upon conversion thereof are not prohibited under any Company agreement or policy applicable to such holders from selling the Series A Preference Shares, or the Common Shares issued or issuable upon conversion thereof, pursuant to such Registration Statement (adjusted whether pursuant to reflect the ADS(s)-to-Share(s) ratio) upon the redemption any “blackout period” or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchasedotherwise).

Appears in 1 contract

Samples: Investment Agreement (Signet Jewelers LTD)

REDEMPTION AND REPURCHASE. If (A) (i) Redemption of the Securities at the Company’s option, as permitted by this Indenture, shall be made in accordance with paragraphs 6 and 7 of the Securities (a “Redemption”), (ii) repurchases at the Holder’s option, as permitted by this Indenture, shall be made in accordance with paragraph 8 of the Securities (a “Purchase at Holder’s Option”) and (iii) repurchases upon a Fundamental Change, as permitted by this Indenture, shall be made in accordance with paragraph 9 of the Securities (a “Repurchase Upon Fundamental Change”), in each case in accordance with the applicable provisions of this Article III. (B) The Company will comply with all federal and state securities laws, and the applicable laws of any foreign jurisdiction, in connection with any offer to sell or solicitations of offers to buy Securities pursuant to this Article III. (C) The Company shall not have the right to redeem any Securities prior to July 15, 2012, except to preserve the Company’s status as a real estate investment trust. If, at any time, the Company intends determines that it is necessary to exercise redeem the Securities in order to preserve the Company’s status as a real estate investment trust, the Company may redeem all or any right of redemption or repurchase in respect of any part of the Deposited SecuritiesSecurities at a price payable in cash equal to the Redemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. In such case, the Company shall give timely notice thereof to provide the Depositary which shall set forth Trustee with an Officers’ Certificate evidencing that the particulars Board of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by Company has, in good faith, made the Company determination that it is necessary to redeem the Depositary within the terms of Section 5.7, (iii) the provision by the Company Securities in order to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in preserve the Company’s notice status as a real estate investment trust, on which the Trustee may conclusively rely. The Company shall have the right, at the Company’s option, at any time, and from time to time, on a Redemption Date on or after July 15, 2012, to redeem all or any part of the Securities at a price payable in cash equal to the DepositaryRedemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Depositary In no event shall instruct any Redemption Date be a Legal Holiday; provided further, that if the Custodian Redemption Date with respect to present a Security is after a record date for the payment of an installment of interest and on or before the related interest payment date, then accrued and unpaid interest to, but excluding, such interest payment date shall be paid, on such interest payment date, to the Company Holder of record of such Security at the Deposited close of business on such record date, and the Holder surrendering such Security for Redemption shall not be entitled to any such interest unless such Holder was also the Holder of record of such Security at the close of business on such record date. (D) Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less denominations larger than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as $1,000 principal amount may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent redeemed in part but only in integral multiples of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased$1,000 principal amount.

Appears in 1 contract

Samples: Supplemental Indenture (Health Care Reit Inc /De/)

REDEMPTION AND REPURCHASE. (a) Shares of the Trust shall be redeemable, at such times and in such manner as may be permitted by the Trustees from time to time in their sole discretion. The Trustees shall have full power and authority to vary and change the right of redemption applicable to the various Series and Classes of Shares established by the Trustees in their sole discretion. Redeemed or repurchased Shares may be resold by the Trust. If so authorized by the Trustees, Shares of Series or Classes now or hereafter authorized shall be redeemed or repurchased only in Creation Units in accordance with and pursuant to procedures or methods prescribed by the Trustees. The Trustees shall have the power to determine from time to time (i) the number of Shares comprising a Creation Unit and (ii) impose fees for effecting a redemption or repurchase of one or more Creation Units at such rates as the Trustees may establish as and to the extent permitted under the 1940 Act and the rules and regulations promulgated thereunder. (b) The Trust shall redeem the Shares of the Trust or any Series or Class thereof at the price determined as hereinafter set forth, upon the appropriately verified written application of the record holder thereof (or upon such other form of request as the Trust may use for the purpose) deposited at such office or agency as may be designated from time to time for that purpose by the Trustees. The Trust may from time to time establish additional requirements, terms, conditions and procedures, not inconsistent with the 1940 Act, relating to the redemption of Shares. (c) Shares shall be redeemed at a price based on their Net Asset Value determined as set forth in Section 7.3 hereof as of such time as the Trustees shall prescribe. The amount of any purchase fee payable upon the purchase of Shares or redemption fee payable upon redemption of Shares may be deducted from the proceeds of such redemption. (d) Payment of the redemption price of Shares thereof shall be made in cash or in property to the Shareholder at such time and in the manner, not inconsistent with the 1940 Act, as may be specified from time to time in the then effective prospectus relating to such Shares, subject to the provisions of Sections 7.2(e) and (k) hereof. Notwithstanding the foregoing, the Trust or its agent may withhold from such redemption proceeds any amount arising (i) from a liability of the redeeming Shareholder to the Trust or (ii) in connection with any federal or state tax withholding requirements. (e) If, pursuant to Section 7.3 hereof, the Trust shall declare a suspension of the determination of Net Asset Value with respect to Shares of any Series or Class thereof, the rights of Shareholders (including those who shall have applied for redemption pursuant to Section 7.2(a) hereof but who shall not yet received payment) to have Shares redeemed shall be suspended until the termination of such suspension is declared. Any Shareholder who shall have its redemption right so suspended may, during the period of such suspension, by appropriate written notice at the office or agency where his application or request for redemption was made, withdraw his application or request and withdraw any Share certificates. (f) The Trust may repurchase Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof at a price not exceeding the Net Asset Value per Share determined as of such time as the Trustees shall prescribe. The Trust may from time to time establish the requirements, terms, conditions and procedures relating to such repurchases, and the amount of any repurchase fee payable on any repurchase of Shares may be deducted from the proceeds of such repurchase. (g) The Trustees, in their sole discretion, may cause the Trust to redeem all of the Shares of one or more Series or Class thereof held by any Shareholder if the value of such Shares held by such Shareholder is less than the minimum amount established from time to time by the Trustees. (h) If the Company intends Trustees shall, at any time and in good faith, be of the opinion that direct or indirect ownership of Shares or other securities of the Trust has or may become concentrated in any Person to exercise an extent which would disqualify the Trust or any Series of the Trust as a regulated investment company under the Internal Revenue Code of 1986, then the Trustees shall have the power by lot or other means deemed equitable by them (i) to call for redemption by any such Person a number, or principal amount, of Shares or other securities of the Trust or any Series or Class sufficient to maintain or bring the direct or indirect ownership of Shares or other securities of the Trust or any Series or Class into conformity with the requirements for such qualification and (ii) to refuse to transfer or issue Shares or other securities of the Trust or any Series or Class to any Person whose acquisition of the Shares or other securities of the Trust or any Series or Class in question would result in such disqualification. The redemption shall be effected in the manner provided in Section 7.2(a) and at the redemption price referred to in Section 7.2(c). (i) The holders of Shares or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, or to comply with the requirements of any other taxing authority. (j) The Trust may also reduce the number of outstanding Shares of the Trust or of any Series or class thereof pursuant to the provisions of Section 7.4. (k) To the extent the Shares may be listed on an exchange, the Trust may declare a suspension of the right of redemption or repurchase in respect postpone the date of payment or redemption for the whole or any part of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of period (i) during which the such notice exchange is closed other than customary weekend and holiday closings, (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7during which trading on such exchange is restricted, (iii) the provision during which an emergency exists as a result of which disposal by the Company Trust of securities owned by it is not reasonably practicably or it is not reasonable practicable for the Trust fairly to determine the Depositary value of its net assets, of (iv) as the Commission may by order permit for the protection of security holders of the Trust. Such suspension shall take effect at such time as the Trust shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment on redemption until the Trust shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which said stock exchange shall have reopened or the period specified in (ii) or (iii) shall have expired (as to which in the absence of an official ruling by the Commission, the determination of the Trust shall be conclusive). In the case of a legal opinion (at the expense suspension of the Company) reasonably satisfactory to the Depositary that such right of redemption, a Shareholder may either withdraw his application or request for redemption or repurchase is allowed under applicable law and only if receive payment based on the Depositary shall have determined that such proposed redemption or repurchase is practicable, Net Asset Value existing after the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company termination of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchasedsuspension.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Gabelli Innovations Trust)

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REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.75.7 of the Deposit Agreement, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs American Depositary Shares and cancel Receipts, if applicable, upon delivery of such ADSs American Depositary Shares by Holders thereof and pursuant to the terms set forth in Sections Section 4.1 and 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs American Depositary Shares to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS American Depositary Shares shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-toAmerican Depositary Share(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs American Depositary Shares (subject to the terms of Section 4.6 hereof of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS American Depositary Share redeemed or repurchased.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (A) (i) such notice Redemption of the Securities at the Company’s option, as permitted by this Indenture, shall be made in accordance with paragraphs 6 and 7 of the Securities (a “Redemption”), (ii) satisfactory documentation given repurchases at the Holder’s option, as permitted by this Indenture, shall be made in accordance with paragraph 8 of the Company to the Depositary within the terms of Section 5.7, Securities (a “Purchase at Holder’s Option”) and (iii) the provision repurchases upon a Fundamental Change, as permitted by the Company to the Depositary of a legal opinion (at the expense this Indenture, shall be made in accordance with paragraph 9 of the CompanySecurities (a “Repurchase Upon Fundamental Change”), in each case in accordance with the applicable provisions of this Article III. (B) reasonably satisfactory The Company will comply with all federal and state securities laws, and the applicable laws of any foreign jurisdiction, in connection with any offer to sell or solicitations of offers to buy Securities pursuant to this Article III. (C) The Company shall not have the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary right to redeem any Securities prior to October 20, 2011. The Company shall have determined that such proposed redemption or repurchase is practicablethe right, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in at the Company’s notice option, at any time, and from time to time, on a Redemption Date on or after October 20, 2011, to redeem all or any part of the Securities at a price payable in cash equal to the Depositary. The Depositary Redemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date; provided, however, that in no event shall instruct any Redemption Date be a Legal Holiday; provided further, that if the Custodian Redemption Date with respect to present a Security is after a record date for the payment of an installment of interest and on or before the related interest payment date, then accrued and unpaid interest to, but excluding, such interest payment date shall be paid, on such interest payment date, to the Company Holder of record of such Security at the Deposited close of business on such record date, and the Holder surrendering such Security for Redemption shall not be entitled to any such interest unless such Holder was also the Holder of record of such Security at the close of business on such record date. (D) Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less denominations larger than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as $1,000 principal amount may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent redeemed in part but only in integral multiples of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased$1,000 principal amount.

Appears in 1 contract

Samples: Indenture (Five Star Quality Care Inc)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption (a) So long as no default exists or repurchase would occur under or in respect of any Senior Indebtedness, the Issuers at their option may, upon thirty days' written notice to the Holder of this Note, at any time redeem all, or from time to time any part of, the principal amount of this Note at a price equal to 100% of the Deposited Securitiesprincipal amount of this Note so redeemed, together with accrued and unpaid interest through the Company date of redemption. (b) In the event the Issuers shall give timely redeem this Note or any portion hereof, notice thereof of such redemption shall be given by first class mail, postage prepaid, mailed, in the case of a redemption pursuant to Section 4.1, not less than 30 days nor more than 60 days prior to the Depositary which redemption date to the Holder at the Holder's address as the same appears on the Issuers' books and records. Each such notice shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of state: (i) such notice and the redemption date; (ii) satisfactory documentation given by the Company aggregate principal amount of this Note to be redeemed and, if less than all of the Depositary within principal amount of this Note is to be redeemed, the terms aggregate principal amount of Section 5.7, this Note to be redeemed; (iii) the provision by redemption price; (iv) the Company place or places where this Note is to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company be surrendered for payment of the redemption price; (v) that interest on the principal of this Note to be redeemed will cease to accrue on such redemption date; and (vi) that, after giving effect to such redemption, no default exists or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities would occur under or in respect of which any Senior Indebtedness. (c) Notice having been mailed as aforesaid, from and after the redemption date (unless default shall be made by either Issuer or repurchase rights are being exercised against any of their respective Subsidiaries under or in respect of any Senior Indebtedness or otherwise in providing money for the payment of the applicable redemption price of the portion of this Note called for redemption), interest on the principal amount of this Note so called for redemption shall cease to accrue, and all rights of the Holder thereof (except the right to receive from the Issuers the redemption price) shall cease. Upon surrender in accordance with said notice of this Note (properly endorsed or repurchase assigned for transfer, if the Board of Directors of either Issuer shall so require and the notice shall so state), this Note (or portion hereof) shall be redeemed by the Issuers at the aforesaid redemption price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds In case this Note is redeemed in part, a new Note shall be issued representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net unredeemed portion of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject this Note without cost to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchasedHolder hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Industrial Corp /De/)

REDEMPTION AND REPURCHASE. If the Company intends (a) Prior to exercise any right of redemption or repurchase in respect of any of the Deposited SecuritiesJanuary 1, 2022, the Company shall give timely notice thereof may, at its option, on any one or more occasions redeem up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) in an amount not to exceed the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 106.000% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the Depositary which shall set forth applicable redemption date (the particulars “Redemption Date”), subject to the right of Holders of record on the relevant Record Date on or prior to such Redemption Date to receive interest due on the following Interest Payment Date; provided that: (1) at least 65% of the proposed redemption or repurchase. Upon timely receipt original aggregate principal amount of the Notes (icalculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; and (2) such notice and redemption occurs within 90 days after the closing of such Equity Offering. (iib) satisfactory documentation given by Prior to January 1, 2022, the Company to may redeem the Depositary within the terms of Section 5.7Notes, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicablein whole but not in part, the Depositary shall provide upon not less than 30 nor more than 60 days’ prior notice mailed to each Holder or otherwise in accordance with the procedures of the depositary, at a notice setting forth redemption price equal to 100% of the intended exercise by aggregate principal amount of the Notes plus the Applicable Premium, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant Record Date on or prior to such Redemption Date to receive interest due on the following Interest Payment Date. (c) From and after January 1, 2022, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as a percentage of principal amount of the redemption or repurchase rights and any other particulars Notes to be redeemed) set forth in below, plus accrued and unpaid interest on the Company’s notice Notes, if any, to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs Redemption Date (subject to the terms right of Section 4.6 hereof Holders of record on a Record Date on or prior to such Redemption Date to receive interest due on the following Interest Payment Date) if redeemed during the twelve-month period beginning on July 1 of the years indicated below: 2022 103.000 % 2023 102.000 % 2024 101.000 % 2025 and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased.thereafter 100.000 %

Appears in 1 contract

Samples: Sixth Supplemental Indenture (Covanta Holding Corp)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited SecuritiesShares, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within as may be required by the terms of Section 5.7Depositary, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities Shares in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs GDRs and cancel ReceiptsCertificates, if applicable, upon delivery of such ADSs GDRs by Holders thereof and the terms set forth in Sections Section 4.1 and Section 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities Shares are redeemed or repurchased, the ADSs GDRs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS GDR shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-toGDR(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities Shares represented by ADSs GDRs (subject to the terms of Section 4.6 hereof and of the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased.Deposit

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

REDEMPTION AND REPURCHASE. (a) Shares of the Trust shall be redeemable, at such times and in such manner as may be permitted by the Trustees from time to time in their sole discretion. The Trustees shall have full power and authority to vary and change the right of redemption applicable to the various Series and Classes of Shares established by the Trustees in their sole discretion. Redeemed or repurchased Shares may be resold by the Trust. If so authorized by the Trustees, Shares of Series or Classes now or hereafter authorized shall be redeemed or repurchased only in Creation Units in accordance with and pursuant to procedures or methods prescribed by the Trustees. The Trustees shall have the power to determine from time to time (i) the number of Shares comprising a Creation Unit and (ii) impose fees for effecting a redemption or repurchase of one or more Creation Units at such rates as the Trustees may establish as and to the extent permitted under the 1940 Act and the rules and regulations promulgated thereunder. (b) The Trust shall redeem the Shares of the Trust or any Series or Class thereof at the price determined as hereinafter set forth, upon the appropriately verified written application of the record holder thereof (or upon such other form of request as the Trust may use for the purpose) deposited at such office or agency as may be designated from time to time for that purpose by the Trustees. The Trust may from time to time establish additional requirements, terms, conditions and procedures, not inconsistent with the 1940 Act, relating to the redemption of Shares. (c) Shares shall be redeemed at a price based on their Net Asset Value determined as set forth in Section 7.3 hereof as of such time as the Trustees shall prescribe. The amount of any purchase fee payable upon the purchase of Shares or redemption fee payable upon redemption of Shares may be deducted from the proceeds of such redemption. (d) Payment of the redemption price of Shares thereof shall be made in cash or in property to the Shareholder at such time and in the manner, not inconsistent with the 1940 Act, as may be specified from time to time in the then effective prospectus relating to such Shares, subject to the provisions of Sections 7.2(e) and (k) hereof. Notwithstanding the foregoing, the Trust or its agent may withhold from such redemption proceeds any amount arising (i) from a liability of the redeeming Shareholder to the Trust or (ii) in connection with any federal or state tax withholding requirements. (e) If, pursuant to Section 7.3 hereof, the Trust shall declare a suspension of the determination of Net Asset Value with respect to Shares of any Series or Class thereof, the rights of Shareholders (including those who shall have applied for redemption pursuant to Section 7.2(a) hereof but who shall not yet received payment) to have Shares redeemed shall be suspended until the termination of such suspension is declared. Any Shareholder who shall have its redemption right so suspended may, during the period of such suspension, by appropriate written notice at the office or agency where his application or request for redemption was made, withdraw his application or request and withdraw any Share certificates. (f) The Trust may repurchase Shares directly, or through the Distributor or another agent designated for the purpose, by agreement with the owner thereof at a price not exceeding the Net Asset Value per Share determined as of such time as the Trustees shall prescribe. The Trust may from time to time establish the requirements, terms, conditions and procedures relating to such repurchases, and the amount of any repurchase fee payable on any repurchase of Shares may be deducted from the proceeds of such repurchase. (g) The Trustees, in their sole discretion, may cause the Trust to redeem all of the Shares of one or more Series or Class thereof held by any Shareholder if the value of such Shares held by such Shareholder is less than the minimum amount established from time to time by the Trustees. (h) If the Company intends Trustees shall, at any time and in good faith, be of the opinion that direct or indirect ownership of Shares or other securities of the Trust has or may become concentrated in any Person to exercise an extent which would disqualify the Trust or any Series of the Trust as a regulated investment company under the Internal Revenue Code of 1986, then the Trustees shall have the power by lot or other means deemed equitable by them (i) to call for redemption by any such Person a number, or principal amount, of Shares or other securities of the Trust or any Series or Class sufficient to maintain or bring the direct or indirect ownership of Shares or other securities of the Trust or any Series or Class into conformity with the requirements for such qualification and (ii) to refuse to transfer or issue Shares or other securities of the Trust or any Series or Class to any Person whose acquisition of the Shares or other securities of the Trust or any Series or Class in question would result in such disqualification. The redemption shall be effected in the manner provided in Section 7.2(a) and at the redemption price referred to in Section 7.2(c). (i) The holders of Shares or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, or to comply with the requirements of any other taxing authority. (j) The Trust may also reduce the number of outstanding Shares of the Trust or of any Series or class thereof pursuant to the provisions of Section 7.4. (k) The Trust may declare a suspension of the right of redemption or repurchase in respect postpone the date of payment or redemption for the whole or any part of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of period (i) during which the Nasdaq, or such notice other exchange on which the Shares may then be listed, is closed other than customary weekend and holiday closings, (ii) satisfactory documentation given by during which trading on the Company to Nasdaq, or such other exchange on which the Depositary within the terms of Section 5.7Shares may then be listed, is restricted, (iii) the provision during which an emergency exists as a result of which disposal by the Company Trust of securities owned by it is not reasonably practicably or it is not reasonable practicable for the Trust fairly to determine the Depositary value of its net assets, of (iv) as the Commission may by order permit for the protection of security holders of the Trust. Such suspension shall take effect at such time as the Trust shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment on redemption until the Trust shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which said stock exchange shall have reopened or the period specified in (ii) or (iii) shall have expired (as to which in the absence of an official ruling by the Commission, the determination of the Trust shall be conclusive). In the case of a legal opinion (at the expense suspension of the Company) reasonably satisfactory to the Depositary that such right of redemption, a Shareholder may either withdraw his application or request for redemption or repurchase is allowed under applicable law and only if receive payment based on the Depositary shall have determined that such proposed redemption or repurchase is practicable, Net Asset Value existing after the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company termination of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 hereof. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchasedsuspension.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Gabelli Nextshares Trust)

REDEMPTION AND REPURCHASE. If the Company intends to exercise any right of redemption or repurchase in respect of any of the Deposited Securities, the Company shall give timely notice thereof to the Depositary which shall set forth the particulars of the proposed redemption or repurchase. Upon timely receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within as may be required by the terms of Section 5.7Depositary, (iii) the provision by the Company to the Depositary of a legal opinion (at the expense of the Company) reasonably satisfactory to the Depositary that such redemption or repurchase is allowed under applicable law and only if the Depositary shall have determined that such proposed redemption or repurchase is practicable, the Depositary shall provide to each Holder a notice setting forth the intended exercise by the Company of the redemption or repurchase rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which redemption or repurchase rights are being exercised against payment of the applicable redemption or repurchase price. Upon receipt of confirmation from the Custodian that the redemption or repurchase has taken place and that funds representing the redemption or repurchase price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel Receipts, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections Section 4.1 and Section 6.2 hereofof the Deposit Agreement. If less than all outstanding Deposited Securities are redeemed or repurchased, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The redemption or repurchase price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the redemption or repurchase of the Deposited Securities represented by ADSs (subject to the terms of Section 4.6 hereof of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS redeemed or repurchased.

Appears in 1 contract

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

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