Common use of Redemption at Option of the Holder Clause in Contracts

Redemption at Option of the Holder. Each holder of shares of Class B Redeemable Preferred Stock shall have the right to cause the Corporation to redeem, and upon exercise of such right, the Corporation shall redeem, any shares of Class B Redeemable Preferred Stock held by such holder at a redemption price equal to its Liquidation Value plus an amount equal to all unpaid dividends thereon, including accrued dividends, whether or not declared, to the redemption date, at any time after the occurrence of any one or more of the following events: (i) the Corporation shall (A) file, or consent by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy or insolvency law of any jurisdiction, (B) make an assignment for the benefit of its creditors, (C) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, (D) be adjudicated insolvent or be liquidated, or (E) take corporate action for the purpose of any of the foregoing; (ii) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by the Corporation, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidations of the Corporation, or if any petition for any such relief shall be filed against the Corporation and such petition shall not be dismissed within 60 days; (iii) the date five years after the date such shares of shall have been issued; and (iv) within ten business days after the date of closing of the issuance by the Corporation of debt securities aggregating at least $70 million in an offering governed by Rule 144A issued by the Securities Exchange Commission under the Securities Act of 1933. Notice of any such redemption of the Class B Redeemable Preferred Stock shall be delivered in writing to the Corporation at least 10 business days prior to the date fixed for redemption. The record date for the determination of holders of Class B Redeemable Preferred Stock to be redeemed and the date that the Corporation may cause the transfer books of the Corporation to be closed for the transfer of the Class B Redeemable Preferred Stock, shall be the date of redemption set forth in such written notice. The place or places where shares of Class B Redeemable Preferred Stock are to be surrendered for payment of the redemption price shall be the Corporation's executive offices. Dividends on the shares to be redeemed will cease to accumulate on the redemption date. On or after the redemption date each holder of shares of Class B Redeemable Preferred Stock that were required to be redeemed shall surrender the certificate evidencing such shares, properly endorsed in blank for transfer or accompanied by proper instruments of assignment or transfer in blank, and bearing all necessary transfer tax stamps thereto affixed and cancel led, to the Corporation at its executive offices and shall then be entitled to receive payment of the redemption price for each share. The Corporation shall declare and pay any and all dividends that are due or are in arrears prior to any such redemption.

Redemption at Option of the Holder. Each (1) Subject to applicable law, and subject to any applicable administrative penalty that the directors of the Company may determine from time to time, any holder of shares of Class B Redeemable A Preferred Stock shall have Shares may, by giving notice as hereinafter provided, require the right to cause the Corporation Company to redeem, at any time and upon exercise of such rightfrom time to time, the Corporation shall redeem, whole or any shares part of the Class B Redeemable A Preferred Stock Shares held by such holder by payment of the Redemption Price plus the amount of any declared but unpaid dividends thereon. (2) If any holder of Class A Preferred Shares wishes the Company to redeem all or any part of such shares, such holder must give twelve (12) months written notice (the “Retraction Notice”) thereof to the Company at a its registered office, unless otherwise waived by the Company. The Retraction Notice shall indicate the number of shares to be redeemed. Subject to applicable law and waiver by the Company, on that day which is the last day of the quarter of the financial year of the Company after such twelve (12) months’ notice, the Company shall redeem the shares specified for redemption price equal in the Retraction Notice, and on that date the Company shall pay or cause to its Liquidation Value plus an be paid to or for the order of such holder the Redemption Price together with the amount equal to all of any declared but unpaid dividends thereon, including accrued dividendsless the applicable administrative penalty (if any), whether or not declared, to upon the redemption date, presentation and surrender at any time after the occurrence of any one or more registered office of the following events: (i) the Corporation shall (A) file, or consent by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy or insolvency law of any jurisdiction, (B) make an assignment for the benefit of its creditors, (C) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, (D) be adjudicated insolvent or be liquidated, or (E) take corporate action for the purpose of any Company of the foregoing; (iishare certificate(s) a court or governmental authority of competent jurisdiction shall enter an order appointing, without consent by representing the Corporation, a custodian, receiver, trustee or other officer with similar powers with respect Class A Preferred Shares to it or with respect to any substantial part of its property, or if an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidations of the Corporation, or if any petition for any such relief shall be filed against the Corporation and such petition shall not be dismissed within 60 days; (iii) the date five years after the date redeemed. Any such shares of to be redeemed shall have been issued; and (iv) within ten business days after the date of closing of the issuance by the Corporation of debt securities aggregating at least $70 million in an offering governed by Rule 144A issued by the Securities Exchange Commission under the Securities Act of 1933. Notice of any such redemption of the Class B Redeemable Preferred Stock shall thereupon be delivered in writing to the Corporation at least 10 business days prior to the date fixed for redemption. The record date for the determination of holders of Class B Redeemable Preferred Stock deemed to be redeemed and the date that the Corporation may cause the transfer books shall be redeemed and cancelled. If less than all of the Corporation to be closed shares represented by any share certificate are redeemed, a new share certificate for the transfer balance shall be issued at the expense of the Class B Redeemable Preferred Stock, shall be the date of redemption set forth in such written notice. The place or places where shares of Class B Redeemable Preferred Stock are to be surrendered for payment of the redemption price shall be the Corporation's executive offices. Dividends on the shares to be redeemed will cease to accumulate on the redemption date. On or after the redemption date each holder of shares of Class B Redeemable Preferred Stock that were required to be redeemed shall surrender the certificate evidencing such shares, properly endorsed in blank for transfer or accompanied by proper instruments of assignment or transfer in blank, and bearing all necessary transfer tax stamps thereto affixed and cancel led, to the Corporation at its executive offices and shall then be entitled to receive payment of the redemption price for each share. The Corporation shall declare and pay any and all dividends that are due or are in arrears prior to any such redemptionCompany.