Redemption by the Corporation. Subject to the provisions of this Section 8 and unless prohibited by applicable law governing distributions to stockholders, the Corporation may, in its sole discretion, redeem all or a portion of the outstanding shares of Preferred Stock: (i) on or after the Closing but prior to the first anniversary of the Closing, at a redemption price per share equal to 150% of the Accrued Value; (ii) on or after the first anniversary of the Closing but prior to the second anniversary of the Closing, at a redemption price per share equal to 140% of the Accrued Value; (iii) on or after the second anniversary of the Closing but prior to the third anniversary of the Closing, at a redemption price per share equal to 130% of the Accrued Value; (iv) on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing, at a redemption price per share equal to 120% of the Accrued Value; (v) on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing, at a redemption price per share equal to 110% of the Accrued Value; and (vi) on or after the fifth anniversary of the Closing, at a redemption price per share equal to 100% of the Accrued Value. If, on the date of such redemption, applicable law governing distributions to stockholders prevents the Corporation from redeeming all shares of Preferred Stock scheduled to be redeemed, the Corporation shall be entitled to ratably redeem the maximum number of shares that it may redeem consistent with such law and any Preferred Stock not so redeemed shall remain outstanding. The Corporation shall provide written notice (the “Corporation Notice”) by e-mail and first class mail postage prepaid, to each Holder of record (determined at the close of business on the Business Day next preceding the day on which the Corporation Notice is given) of the Preferred Stock to be redeemed, at the address last shown on the records of the Corporation for such Holder, notifying such Holder of the redemption to be effected, specifying the number of shares to be redeemed from such Holder, specifying the date of such redemption, the redemption price, the place at which payment may be obtained and calling upon such Holder to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares to be redeemed; provided that the date of redemption shall be not less than 15 days from the date of the Corporation Notice. Except as otherwise provided herein, on or after the applicable date of redemption, each Holder to be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Corporation Notice, and thereupon the price of redemption of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. Notwithstanding anything herein to the contrary, each Holder shall remain entitled to convert the Accrued Value of its Preferred Stock (or any part thereof) during the 15-day period commencing on the date of the Corporation Notice through the applicable date of redemption.
Appears in 2 contracts
Samples: Business Combination Agreement (Inflection Point Acquisition Corp. II), Securities Purchase Agreement (Inflection Point Acquisition Corp. II)
Redemption by the Corporation. (a) Subject to applicable Law and the provisions due exercise by either US Gold or Callco of this Section 8 and unless prohibited by applicable law governing distributions to stockholdersa Redemption Call Right, the Corporation may, in its sole discretion, shall on the Redemption Date redeem all or a portion of the then outstanding shares of Preferred Stock:
(i) on or after the Closing but prior to the first anniversary of the Closing, at a redemption price Exchangeable Shares for an amount per share equal to 150% the Exchangeable Share Price on the last Business Day prior to such Redemption Date (the "Redemption Price") which shall be satisfied in full by the Corporation causing to be delivered the Exchangeable Share Consideration representing the Redemption Price.
(b) In any case of a redemption of Exchangeable Shares under this Section 7.1, the Corporation shall, at least 30 days before the Redemption Date (other than a Redemption Date established in connection with a US Gold Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event), send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the Accrued Value;redemption by the Corporation or the purchase by US Gold or Callco under its Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder (other than US Gold and its Subsidiaries in the case of a purchase by US Gold or Callco). In the case of a Redemption Date established in connection with a US Gold Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event the written notice of redemption by the Corporation or the purchase by US Gold or Callco under the Redemption Call Right will be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of Directors to be reasonably practicable in the circumstances. In any such case, such notice shall set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, such Redemption Date and, if applicable, particulars of the Redemption Call Right. In the case of any notice given in connection with a possible Redemption Date, such notice will be given contingently and will be withdrawn if the contingency does not occur.
(iic) on On or after the first anniversary Redemption Date and subject to the exercise by US Gold or Callco of a Redemption Call Right, the Corporation shall cause to be delivered to the holders of the Closing but prior Exchangeable Shares to be redeemed the second anniversary Redemption Price (in the form of Exchangeable Share Consideration) for each such Exchangeable Share upon presentation and surrender at the registered office of the ClosingCorporation or at any office of the Transfer Agent as may be specified by the Corporation in such notice of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA, the articles of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require. Payment of the aggregate Redemption Price for Exchangeable Shares held by a holder shall be made by delivery to such holder, at a redemption price per share equal to 140% the address of such holder recorded in the securities register of the Accrued Value;Corporation or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in such notice, on behalf of the Corporation of the Exchangeable Share Consideration representing the aggregate Redemption Price. On and after the Redemption Date, the holders of the Exchangeable Shares called for redemption shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Redemption Price, unless payment of the aggregate Redemption Price deliverable to a holder for Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the foregoing provisions, in which case the rights of the holder shall remain unaffected until the aggregate Redemption Price deliverable to such holder has been paid in the manner hereinbefore provided.
(iiid) on or The Corporation shall have the right at any time after the second anniversary sending of notice of its intention to redeem the Exchangeable Shares as aforesaid to deposit or cause to be deposited the total Redemption Price (in the form of Exchangeable Share Consideration) of the Closing but prior to the third anniversary Exchangeable Shares so called for redemption, or of such of the Closing, said Exchangeable Shares represented by certificates that have not at a redemption price per share equal to 130% of the Accrued Value;
(iv) on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing, at a redemption price per share equal to 120% of the Accrued Value;
(v) on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing, at a redemption price per share equal to 110% of the Accrued Value; and
(vi) on or after the fifth anniversary of the Closing, at a redemption price per share equal to 100% of the Accrued Value. If, on the date of such redemption, applicable law governing distributions to stockholders prevents deposit been surrendered by the Corporation from redeeming all shares of Preferred Stock scheduled to be redeemed, the Corporation shall be entitled to ratably redeem the maximum number of shares that it may redeem consistent holders thereof in connection with such law and any Preferred Stock not so redeemed shall remain outstanding. The Corporation shall provide written notice (the “Corporation Notice”) by e-mail and first class mail postage prepaid, to each Holder of record (determined at the close of business on the Business Day next preceding the day on which the Corporation Notice is given) of the Preferred Stock to be redeemed, at the address last shown on the records of the Corporation for such Holder, notifying such Holder of the redemption to be effected, specifying the number of shares to be redeemed from such Holder, specifying the date of such redemption, the redemption price, the place at which payment may be obtained in a custodial account with any chartered bank or trust company in Canada named in such notice and calling upon any interest allowed on such Holder to surrender deposit shall belong to the Corporation. Provided that such total Redemption Price has been so deposited prior to the Redemption Date, on and after the Redemption Date, the Exchangeable Shares shall be redeemed and the rights of the holders thereof after the Redemption Date shall be limited to receiving their proportionate part of the total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the manner foregoing provisions. Upon such payment or deposit of the total Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and at the place designated, his, her or its certificate or certificates representing deemed for all purposes to be holders of the shares of US Gold Common Stock delivered to be redeemed; provided that the date of redemption shall be not less than 15 days from the date of the Corporation Notice. Except as otherwise provided herein, on or after the applicable date of redemption, each Holder to be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Corporation Notice, and thereupon the price of redemption of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. Notwithstanding anything herein to the contrary, each Holder shall remain entitled to convert the Accrued Value of its Preferred Stock (or any part thereof) during the 15-day period commencing on the date of the Corporation Notice through the applicable date of redemptionthem.
Appears in 2 contracts
Samples: Arrangement Agreement (U S Gold Corp), Arrangement Agreement (Minera Andes Inc /Wa)
Redemption by the Corporation. Subject to (a) If the provisions Closing Bid Price of this Section 8 and unless prohibited by applicable law governing distributions to stockholdersthe Common Stock of the Company is less than eight dollars ($8.00) per share, the Corporation mayshall be permitted to redeem for cash or immediately available funds, in its sole discretion, redeem all or a portion to the extent permitted under law and provisions of senior and subordinated debt agreements of the outstanding Corporation, at any time and from time to time, any or all of the shares of Series A Preferred Stock:
(i) on or after the Closing but prior to the first anniversary of the Closing, Stock then outstanding at a redemption price per share equal to 150% the Redemption Price on the date of redemption for which the holder of such Series A Preferred Stock has not delivered Notice of Conversion to the Corporation. Any redemption by the Corporation of less than all shares of Series A Preferred Stock than outstanding shall be pro rata among the holders of the Accrued Value;shares of Series A Preferred Stock based upon the number of shares held by each such holder.
(iib) In connection with any redemption of shares pursuant to this Section K, the Corporation shall give at least fifteen (15) days but not more than thirty (30) days' prior written notice of such redemption (a "Redemption Notice"), by hand delivery, by registered or certified mail or nationally recognized overnight delivery service (with charges prepaid) or sent via telecopier (if within a reasonable period of time a permanent copy is given by any of the methods described above), to all holders of record of Series A Preferred Stock, as applicable, such notice to be addressed to each holder at its address as it appears on the stock transfer books of the Corporation and to specify the redemption date (the "Redemption Date") and the Redemption Price and to state that the holders must surrender the certificates for their shares of Series A Preferred Stock on or after the first anniversary Redemption Date in order to receive payment of the Closing but prior Redemption Price. Notwithstanding anything herein contained to the second anniversary contrary, all shares of Series A Preferred Stock may be converted, including shares of Series A Preferred Stock subject to a Redemption Notice given pursuant to this Section K, during the period from the date of such Redemption Notice through the Redemption Date. On the Redemption Date the Corporation shall pay the aggregate Redemption Price in cash or immediately available funds to such shareholder for the shares of Series A Preferred Stock being redeemed. In the event the shareholders of such Series A Preferred Stock do not receive such aggregate Redemption Price on the Redemption Date, the Corporation shall pay interest on any unpaid amount payable at a rate of ten percent (10%) per month. From and after the Redemption Date, except as set forth below, any holder of shares of Series A Preferred Stock that has been redeemed who has not duly surrendered its Series A Preferred Stock to be redeemed shall cease to be entitled to any rights except the right to receive payment of the ClosingRedemption Price. Anything herein contained to the contrary notwithstanding, at a redemption price in the event and to extent that the Corporation cannot or does not make or tender full payment therefor, such shares shall continue to be outstanding, to the extent permitted under law and provisions of senior and subordinated debt agreements of the Corporation, and entitled to all rights and benefits as holders of Series A Preferred Stock until full payment is made or tendered therefor as aforesaid. Shares of Series A Preferred Stock which have been redeemed may not be reissued by the Corporation as shares of such series.
(c) For purposed of this Section K, "Redemption Price" shall mean an amount per share equal to 140% the sum of the Accrued Value;
(iiix) on or after the second anniversary of the Closing but prior to the third anniversary of the Closing, at a redemption price per share equal to 130% of the Accrued Value;
one hundred twenty percent (iv) on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing, at a redemption price per share equal to 120% of the Accrued Value;
(v) on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing, at a redemption price per share equal to 110% of the Accrued Value; and
(vi) on or after the fifth anniversary of the Closing, at a redemption price per share equal to 100% of the Accrued Value. If, on the date of such redemption, applicable law governing distributions to stockholders prevents the Corporation from redeeming all shares of Preferred Stock scheduled to be redeemed, the Corporation shall be entitled to ratably redeem the maximum number of shares that it may redeem consistent with such law and any Preferred Stock not so redeemed shall remain outstanding. The Corporation shall provide written notice (the “Corporation Notice”) by e-mail and first class mail postage prepaid, to each Holder of record (determined at the close of business on the Business Day next preceding the day on which the Corporation Notice is given%) of the Preferred Stock to be redeemed, at the address last shown Stated Value per share and (y) all accrued but unpaid dividends on the records of the Corporation for such Holder, notifying such Holder of the redemption to be effected, specifying the number of shares to be redeemed from such Holder, specifying the date of such redemption, the redemption price, the place at which payment may be obtained and calling upon such Holder to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares to be redeemed; provided that the date of redemption shall be not less than 15 days from the date of the Corporation Notice. Except as otherwise provided herein, on or after the applicable date of redemption, each Holder to be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Corporation Notice, and thereupon the price of redemption of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. Notwithstanding anything herein to the contrary, each Holder shall remain entitled to convert the Accrued Value of its Series A Preferred Stock (or any part thereof) during the 15-day period commencing on the date of the Corporation Notice through the applicable date of redemptionStock.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cybertel Communications Corp), Securities Purchase Agreement (Cybertel Communications Corp)
Redemption by the Corporation. Subject to the provisions of this Section 8 and unless prohibited by applicable law governing distributions to stockholders, the Corporation may(a) The Class D Preferred Stock may be redeemed for Redemption Shares, in its sole discretionwhole or from time to time in part, redeem all or a portion of the outstanding shares of Preferred Stock:
(i) on or after the Closing but prior to the first anniversary of the Closing, at a redemption price per share equal to 150% of the Accrued Value;
(ii) on or after the first anniversary of the Closing but prior to the second anniversary of the Closing, at a redemption price per share equal to 140% of the Accrued Value;
(iii) on or after the second anniversary of the Closing but prior to the third anniversary of the Closing, at a redemption price per share equal to 130% of the Accrued Value;
(iv) any date on or after the third anniversary of the Closing but Initial Issue Date (or if such date is not a Business Day, on the first Business Day after such date) at the option of the Corporation if for any 20 Trading Days within any period of 30 consecutive Trading Days, including the last Trading Day of such period, the average closing price per share of the Common Stock exceeds 12% of the Conversion Price. In order to exercise its redemption option, the Corporation shall issue a press release announcing the redemption (the "Press Release") prior to the fourth anniversary opening of business on the fifth Trading Day after the condition in the preceding sentence has, from time to time, been met. The Press Release shall announce the redemption and set forth the number of shares of Class D Preferred Stock that the Corporation intends to redeem. The redemption date shall be selected by the Corporation, shall be specified in the notice of the Closing, at a redemption price per share equal to 120% and shall not be less than 30 days or more than 60 days after the date on which the Corporation issues the Press Release (the "Redemption Date").
(b) Upon any redemption of the Accrued Value;
(v) Class D Preferred Stock, the Corporation shall pay in cash any accrued and unpaid dividends in arrears for any Dividend Period ending on or after the fourth anniversary of the Closing but prior to the fifth anniversary redemption Date. If the Redemption Date falls after a Record Date and prior to the corresponding Dividend Payment Date, then each holder of Class D Preferred Stock at the close of business on such Record Date shall be entitled to the dividend payable on such shares of Class D Preferred Stock on the corresponding dividend payment date notwithstanding the redemption of such shares of Class D Preferred Stock before such Dividend Payment Date. Except as provided above, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on such shares of Class D Preferred Stock to be redeemed or on the shares of Common Stock issued upon such redemption.
(c) If the Corporation shall redeem shares of Class D Preferred Stock pursuant to subparagraph (1) of this paragraph (D), notice of such redemption shall be given not more than five Business Days after the date on which the Corporation issues the Press Release to each holder of record of the Closingshares of Class D Preferred Stock to be redeemed. Notice shall be by publication in a newspaper of general circulation in The City of New York, at such publication to be made once a redemption price per share equal week for two successive weeks commencing not less than 30 nor more than 60 days prior to 110% the Redemption Date. A similar notice will be mailed by the Corporation, postage prepaid, not less than 30 nor more than 60 days prior to the Redemption Date, addressed to the respective holders of record of the Accrued Value; and
(vi) Class D Preferred Stock to be redeemed at their respective addressees as they appear on or after the fifth anniversary stock transfer records of the Closing, at a redemption price per share equal Corporation. No failure to 100% give such notice or any defect therein or in the mailing thereof shall affect the validity of the Accrued Value. If, on proceedings for the date redemption of such redemption, applicable law governing distributions any shares of Class D Preferred Stock except as to stockholders prevents any holder to whom the Corporation from redeeming has failed to give notice or except as to any holder to whom notice was defective or not given. In addition to any information required by law or by the applicable rules of any exchange upon which Class D Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the Redemption Date; (ii) the Conversion Price; (iii) the number of shares of Class D Preferred Stock to be redeemed and, if less than all shares of Preferred Stock scheduled held by the particular holder are to be redeemed, the number of such shares to be redeemed; (iv) the place or places where certificates for such shares are to be surrendered in exchange for certificates evidencing the Redemption Shares; and (v) that dividends on the shares to be redeemed will cease to accrue on the Redemption Date.
(d) Notice having been published or mailed in accordance with subparagraph (3) of this paragraph (D), from and after the Redemption Date (unless the Corporation shall be entitled fail to ratably redeem the maximum make available a number of shares of Common Stock or amount of cash necessary to effect such redemption), (i) except as otherwise provided herein, dividends on the shares of Class D Preferred Stock so called for redemption shall cease to accrue, (ii) said shares shall no longer be deemed to be outstanding and (iii) all rights of the holders thereof as holders of Class D Preferred Stock of the Corporation shall cease (except the rights to receive the shares of Common Stock and cash payable upon such redemption, without interest thereon, upon surrender and endorsement of their certificates if so required and to receive any dividends payable thereon). The Corporation's obligation to provide Common Stock and cash in accordance with the preceding sentence shall be deemed fulfilled if, on or before the Redemption Date, the Corporation shall deposit with a bank or trust company (which may be an affiliate of the Corporation) that it may redeem consistent with such law has an office in the Borough of Manhattan, City of New York, or in Baltimore, Maryland and that has, or is an affiliate of a bank or trust company that has, a capital and surplus of a least $50,000,000, Common Stock and any cash necessary for such redemption, in trust, with irrevocable instructions that such Common Stock and cash be applied to the redemption of the shares of Class D Preferred Stock not so called for redemption. At the close of business on the Redemption Date, each holder of shares of Class D Preferred Stock to be redeemed (unless the Corporation defaults in the delivery of the Common Stock or cash payable on such Redemption Date) shall be deemed to be the record holder of the number of shares of Common Stock into which such shares of Class D Preferred Stock is to be redeemed, regardless of whether such holder has surrendered the certificates representing the shares of Class D Preferred Stock. No interest shall accrue for the benefit of the holder of shares of Class D Preferred Stock to be redeemed on any cash so set aside by the Corporation. Subject to applicable escheat laws, any such cash unclaimed at the end of two years from the Redemption Date shall revert to the general funds of the Corporation, after which reversion the holders of such shares so called for redemption shall look only to the general funds of the Corporation for the payment of such cash.
(e) As promptly as practicable after the surrender in accordance with said notice of the certificates for any such shares of Class D Preferred Stock so redeemed shall remain outstanding. The (properly endorsed or assigned for transfer, if the Corporation shall provide written so require and if the notice shall so state), such shares of Class D Preferred Stock shall be exchanged for certificates representing shares of Common Stock and any cash (without interest thereon) for which such shares of Class D Preferred Stock have been redeemed. In case of redemption of less than all shares of Class D Preferred Stock at the “time outstanding, the shares to be redeemed shall be selected by the Corporation Notice”) by e-mail and first class mail postage prepaid, to each Holder pro rata from the holders of record of such shares in proportion to the number of shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Corporation that will not result in the issuance of any Class D Excess Preferred Stock. If fewer than all the shares of Class D Preferred Stock represented by any certificate are redeemed, than new certificates representing the unredeemed shares of Class D Preferred Stock shall be issued without cost to the holder thereof.
(f) No fractional shares of Common Stock or scrip representing fractional shares shall be issued upon the redemption of Class D Preferred Stock. Instead of any fractional shares of Common Stock which would otherwise be issuable upon redemption of Class D Preferred Stock, the Corporation shall pay to the holder of the shares of Class D Preferred Stock which were mandatorily converted a cash adjustment in respect of such fractional shares in an amount equal to the same fraction of the market price per share of the Common Stock (as determined in a reasonable manner prescribed by the Board of Directors at the close of business on the Business Day next preceding Redemption Date).
(g) Unless full cumulative dividends on all shares of Class D Preferred Stock shall have been or contemporaneously are declared and paid or declared and a sum sufficient for the day payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, no shares of any Class D Preferred Stock shall be redeemed unless all outstanding shares of Class D Preferred Stock are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of Class D Preferred Stock pursuant to a purchase or exchange offer made on which the same terms to holders of all outstanding shares of Class D Preferred Stock, and, unless full cumulative dividends on all outstanding shares of Class D Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods and the then current Dividend Period, the Corporation Notice is given) shall not purchase or otherwise acquire directly or indirectly any shares of the Class D Preferred Stock to be redeemed, at the address last shown on the records (except by conversion into or exchange for stock of the Corporation for such Holder, notifying such Holder of the redemption to be effected, specifying the number of shares to be redeemed from such Holder, specifying the date of such redemption, the redemption price, the place at which payment may be obtained and calling upon such Holder to surrender ranking junior to the CorporationClass D Preferred Stock as to dividends and upon liquidation, in the manner and at the place designated, his, her dissolution or its certificate or certificates representing the winding up).
(h) All shares of Class D Preferred Stock redeemed pursuant to be redeemed; provided that the date of redemption this paragraph (D) shall be not less than 15 days from the date of the Corporation Notice. Except as otherwise provided herein, on or after the applicable date of redemption, each Holder to be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner retired and at the place designated in the Corporation Notice, and thereupon the price of redemption of such shares shall be payable reclassified as authorized and unissued shares of Preferred Stock, without designation as to the order class or series and may thereafter be reissued as shares of the person whose name appears on such certificate any class or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. Notwithstanding anything herein to the contrary, each Holder shall remain entitled to convert the Accrued Value series of its Preferred Stock (or any part thereof) during the 15-day period commencing on the date of the Corporation Notice through the applicable date of redemptionStock.
Appears in 1 contract
Samples: Merger Agreement (Price Reit Inc)
Redemption by the Corporation. Subject to the provisions of this Section 8 and unless prohibited by applicable law governing distributions to stockholders, the Corporation may1. The Series G Preferred Stock may be redeemed for cash, in its sole discretionwhole or from time to time in part, redeem all or a portion of the outstanding shares of Preferred Stock:
(i) on any date on or after the Closing but prior Original Issue Date as fixed by the Board of Directors of the Corporation at the Redemption Price.
2. Each date fixed for redemption pursuant to subparagraph (1) of this paragraph (D) is called a “Redemption Date.” If the Redemption Date is after a Distribution Record Date and before the related Distribution Payment Date, the distribution payable on such Distribution Payment Date shall be paid to the first anniversary of holder in whose name the Closing, at a redemption price per share equal to 150% of the Accrued Value;
(ii) on or after the first anniversary of the Closing but prior to the second anniversary of the Closing, at a redemption price per share equal to 140% of the Accrued Value;
(iii) on or after the second anniversary of the Closing but prior to the third anniversary of the Closing, at a redemption price per share equal to 130% of the Accrued Value;
(iv) on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing, at a redemption price per share equal to 120% of the Accrued Value;
(v) on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing, at a redemption price per share equal to 110% of the Accrued Value; and
(vi) on or after the fifth anniversary of the Closing, at a redemption price per share equal to 100% of the Accrued Value. If, on the date of such redemption, applicable law governing distributions to stockholders prevents the Corporation from redeeming all shares of Series G Preferred Stock scheduled to be redeemed, the Corporation shall be entitled to ratably redeem the maximum number of shares that it may redeem consistent with such law and any Preferred Stock not so redeemed shall remain outstanding. The Corporation shall provide written notice (the “Corporation Notice”) by e-mail and first class mail postage prepaid, to each Holder of record (determined are registered at the close of business on such Distribution Record Date notwithstanding the Business Day next preceding redemption thereof between such Distribution Record Date and the day on which related Distribution Payment Date or the Corporation’s default in the payment of the distribution.
3. In case of redemption of less than all of the shares of Series G Preferred Stock at the time outstanding, the shares to be redeemed shall be selected by the Corporation Notice is givenpro rata from the holders of record of such shares in proportion to the number of shares held by such holders (with adjustments to avoid redemption of fractional shares) or by any other equitable method determined by the Board of Directors. In order to facilitate the redemption of shares of Series G Preferred Stock, the Board of Directors may fix a record date for the determination of the shares to be redeemed, such record date to be not less than 30 nor more than 90 days prior to the date fixed for such redemption.
4. Notice of any redemption will be given by publication in a newspaper of general circulation in The City of New York, such publication to be made once a week for two successive weeks commencing not less than 30 nor more than 90 days prior to the Redemption Date. A similar notice will be mailed by the Corporation, postage prepaid, not less than 30 nor more than 90 days prior to the Redemption Date, addressed to the respective holders of record of the shares of Series G Preferred Stock to be redeemed, redeemed at the address last shown their respective addressees as they appear on the share transfer records of the Corporation for Corporation. No failure to give such Holder, notifying such Holder notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series G Preferred Stock except as to any holder to whom the Corporation has failed to give notice or except as to any holder to whom notice was defective. In addition to any information required by law or by the applicable rules of any exchange upon which shares of Series G Preferred Stock may be effectedlisted or admitted to trading, specifying such notice shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the number of shares of Series G Preferred Stock to be redeemed and, if less than all the shares of stock held by the particular holder are to be redeemed, the number of shares of Series G Preferred Stock to be redeemed from such Holder, specifying the date of such redemption, the redemption price, holder; (iv) the place at which or places where certificates for such shares are to be surrendered for payment may be obtained of the Redemption Price; and calling upon such Holder to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing (v) that distributions on the shares to be redeemed; provided redeemed will cease to accrue on the Redemption Date.
5. If notice has been mailed in accordance with subparagraph (4) of this paragraph (D), and such notice provides that on or before the date of Redemption Date specified therein all funds necessary for such redemption shall be not less than 15 days have been set aside by the Corporation, separate and apart from its other funds in trust for the date pro rata benefit of the Corporation Notice. Except holders of the shares so called for redemption, so as otherwise provided hereinto be, on or and to continue to be available therefor, then, from and after the applicable date Redemption Date, distributions on the shares of redemptionSeries G Preferred Stock so called for redemption shall cease to accrue, each Holder and said shares shall no longer be deemed to be redeemed outstanding and shall surrender not have the status of shares of Series G Preferred Stock, and all rights of the holders thereof as shareholders of the Corporation(except the right to receive from the Corporation the certificate or certificates representing such sharesRedemption Price) shall cease. Upon surrender, in accordance with said notice, of the manner and at the place designated in certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Corporation Noticeshall so require and the notice shall so state), and thereupon the price of redemption of such shares shall be payable to redeemed by the order of Corporation at the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelledRedemption Price. In the event less case fewer than all the shares represented evidenced by any such certificate are redeemed, a new certificate or certificates shall be issued representing evidencing the unredeemed shares. Notwithstanding anything herein shares without cost to the contrary, each Holder holder thereof.
6. Any funds deposited with a bank or trust company for the purpose of redeeming shares of Series G Preferred Stock shall remain be irrevocable except that:
a. the Corporation shall be entitled to convert receive from such bank or trust company the Accrued Value interest or other earnings, if any, earned on any money so deposited in trust, and the holders of its any shares redeemed shall have no claim to such interest or other earnings; and
b. any balance of monies so deposited by the Corporation and unclaimed by the holders of the shares of Series G Preferred Stock entitled thereto at the expiration of two years from the applicable Redemption Date shall be repaid, together with any interest or other earnings earned thereon, to the Corporation, and after any such repayment, the holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for payment without interest or other earnings.
7. No shares of Series G Preferred Stock may be redeemed except with assets legally available for the payment of the Redemption Price.
8. Unless full cumulative distributions on all Series G Preferred Stock shall have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, no shares of Series G Preferred Stock shall be redeemed unless all outstanding shares of Series G Preferred Stock are simultaneously redeemed; provided, however, that the foregoing shall not prevent the purchase or acquisition of Series G Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series G Preferred Stock, provided further, however, that the foregoing shall not prevent the purchase or acquisition of Series G Preferred Stock pursuant to Article NINTH of the Articles of Incorporation and paragraph (F) below. Unless full cumulative distributions on all outstanding Series G Preferred Stock have been or contemporaneously are authorized and paid or authorized and a sum sufficient for the payment thereof set apart for payment for all past Distribution Periods and the then current Distribution Period, the Corporation shall not purchase or otherwise acquire directly or indirectly any Series G Preferred Stock (except by conversion into or any part thereof) during the 15-day period commencing on the date exchange for stock of the Corporation Notice through ranking junior to the applicable date Series G Preferred Stock as to distributions and upon liquidation, dissolution or winding up of redemptionthe affairs of the Corporation).
9. All shares of Series G Preferred Stock redeemed pursuant to this paragraph (D) shall be retired and shall be reclassified as authorized and unissued preferred stock, without designation as to class or series, and may thereafter be reissued as any class or series of preferred stock.
Appears in 1 contract
Redemption by the Corporation. Subject The Corporation may, upon giving notice as hereinafter provided, redeem at any time the whole or from time to time any part of the then outstanding Tembec Investments Preferred Shares from any one or more of the holders thereof as the board of directors of the Corporation may in its sole discretion determine on payment of an amount for each Tembec Investments Preferred Share to be redeemed equal to the Redemption Amount. In the case of redemption of Tembec Investments Preferred Shares under the provisions of this Section 8 and unless prohibited by applicable law governing distributions to stockholdersclause 1(d) hereof, the Corporation maywill at least 21 days (or, in its sole discretion, redeem if all or a portion of the outstanding shares of Preferred Stock:
(i) on or after the Closing but prior to the first anniversary holders of the ClosingTembec Investments Preferred Shares to be redeemed consent, at a redemption price per share equal such shorter period to 150% of the Accrued Value;
(iiwhich they may consent) on or after the first anniversary of the Closing but prior to the second anniversary of the Closing, at a redemption price per share equal to 140% of the Accrued Value;
(iii) on or after the second anniversary of the Closing but prior to the third anniversary of the Closing, at a redemption price per share equal to 130% of the Accrued Value;
(iv) on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing, at a redemption price per share equal to 120% of the Accrued Value;
(v) on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing, at a redemption price per share equal to 110% of the Accrued Value; and
(vi) on or after the fifth anniversary of the Closing, at a redemption price per share equal to 100% of the Accrued Value. If, on before the date of such specified for redemption, applicable law governing distributions mail (or, with the consent of any particular holder, otherwise) to stockholders prevents each person who at the Corporation from redeeming all shares record date for the determination of shareholders entitled to receive notice is a holder of Tembec Investments Preferred Stock scheduled Shares to be redeemed. Such notice will (subject to the consent of any particular holder referred to above) be mailed by letter, the Corporation shall be entitled to ratably redeem the maximum number of shares that it may redeem consistent with such law and any Preferred Stock not so redeemed shall remain outstanding. The Corporation shall provide written notice (the “Corporation Notice”) by e-mail and first class mail postage prepaid, addressed to each Holder of record (determined such holder at the close of business on the Business Day next preceding the day on which the Corporation Notice is given) of the Preferred Stock to be redeemed, at the such holder’s address last shown as it appears on the records of the Corporation for such Holder, notifying such Holder or in the event of the address of any such holder not so appearing then to the last known address of such holder; provided, however, that accidental failure to give any such notice to one or more of such holders will not affect the validity of such redemption. Such notice will set out the Redemption Amount and the date on which redemption is to be effected, specifying take place and if part only of the number of shares held by the person to whom it is addressed is to be redeemed from such Holder, specifying the number thereof so to be redeemed. On or after the date of such so specified for redemption, the redemption price, the place at which payment may be obtained and calling upon such Holder to surrender to the Corporation, in the manner and at the place designated, his, her Corporation will pay or its certificate or certificates representing the shares cause to be redeemed; provided that the date of redemption shall be not less than 15 days from the date of the Corporation Notice. Except as otherwise provided herein, on paid to or after the applicable date of redemption, each Holder to be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Corporation Notice, and thereupon the price of redemption of such shares shall be payable to the order of the person whose name appears holders of the Tembec Investments Preferred Shares to be redeemed the Redemption Amount thereof on presentation and surrender at the registered office of the Corporation or any other place designated in such certificate or notice of the certificates as representing the owner thereof and each surrendered certificate shall Tembec Investments Preferred Shares called for redemption. Such payment will be cancelledmade by cheque payable at par at any branch of the Corporation’s bankers in Canada. In the event less than all If a part only of the shares represented by any such certificate are redeemed, redeemed a new certificate shall for the balance will be issued representing at the unredeemed sharesexpense of the Corporation. Notwithstanding anything herein From and after the date specified for redemption in any such notice the holders of the Tembec Investments Preferred Shares called for redemption will cease to the contrary, each Holder shall remain be entitled to convert dividends and will not be entitled to exercise any of the Accrued Value rights of holders of Tembec Investments Preferred Shares in respect thereof unless payment of the Redemption Amount is not made upon presentation of certificates in accordance with the foregoing provisions, in which case the rights of the holders of such Tembec Investments Preferred Shares will remain unaffected. The Corporation will have the right at any time after the mailing (or delivery, as the case may be) of notice of its intention to redeem any Tembec Investments Preferred Stock (Shares to deposit the Redemption Amount of the shares so called for redemption or any part thereof) during the 15-day period commencing on of such of such shares represented by certificates as have not at the date of such deposit been surrendered by the Corporation Notice through holders thereof in connection with such redemption to a special account in any chartered bank or in any trust company in Canada named in such notice, to be paid without interest to or to the applicable order of the respective holders of such Tembec Investments Preferred Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same, and upon such deposit being made or upon the date specified for redemption in such notice, whichever is the later, the Tembec Investments Preferred Shares in respect whereof such deposit has been made will be redeemed and the rights of redemptionthe holders thereof after such deposit or such redemption date, as the case may be, will be limited to receiving without interest their proportionate part of the total Redemption Amount so deposited against presentation and surrender of such certificates held by them respectively and any interest allowed on such deposit will belong to the Corporation.
Appears in 1 contract
Samples: Arrangement Agreement (Rayonier Advanced Materials Inc.)
Redemption by the Corporation. (1) Subject to the provisions of this Section 8 and unless prohibited by applicable law governing distributions to stockholdersand the due exercise by ERS of a Redemption Call Right, the Corporation may, in its sole discretion, shall on the Automatic Redemption Date redeem all or a portion of the then outstanding shares of Preferred Stock:
(i) on or after the Closing but prior to the first anniversary of the Closing, at a redemption price Exchangeable Shares for an amount per share equal to 150% (a) the Current Market Price of a share of ERS Common Stock on the Accrued Value;
(ii) on or after the first anniversary of the Closing but last Business Day prior to the second anniversary Automatic Redemption Date, which shall be satisfied in full by the Corporation causing to be delivered to each holder of Exchangeable Shares one share of ERS Common Stock for each Exchangeable Share held by such holder, plus (b) the Dividend Amount, if any (collectively, the "Redemption Price"). In connection with the payment of the Closing, at a redemption price per share equal to 140% of the Accrued Value;
(iii) on or after the second anniversary of the Closing but prior to the third anniversary of the Closing, at a redemption price per share equal to 130% of the Accrued Value;
(iv) on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing, at a redemption price per share equal to 120% of the Accrued Value;
(v) on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing, at a redemption price per share equal to 110% of the Accrued Value; and
(vi) on or after the fifth anniversary of the Closing, at a redemption price per share equal to 100% of the Accrued Value. If, on the date of such redemption, applicable law governing distributions to stockholders prevents the Corporation from redeeming all shares of Preferred Stock scheduled to be redeemedRedemption Price, the Corporation shall be entitled to ratably redeem sell some of the maximum ERS Common Stock which would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation.
(2) In case of a redemption of Exchangeable Shares under this Section 7.1, the Corporation shall, at least 30 days before the Automatic Redemption Date or before a possible Automatic Redemption Date which may result from a failure of the holders of Exchangeable Shares to take necessary action as described in clause (d) of the definition of Automatic Redemption Date, send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Corporation or the purchase by ERS under its Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder. Such notice shall set out the formula for determining the Redemption Price or the Redemption Call Purchase Price, as the case may be, the Automatic Redemption Date and, if applicable, particulars of the Redemption Call Right. In the case of any notice given in connection with a possible Automatic Redemption Date, such notice will be given contingently and will be withdrawn if the contingency does not occur.
(3) On or after the Automatic Redemption Date and subject to the exercise by ERS of a Redemption Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price for each such Exchangeable Share upon presentation and surrender at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in such notice of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA, and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require. Payment of the aggregate Redemption Price for Exchangeable Shares held by a holder shall be made by delivery to such holder, at the address of such holder recorded in the securities register of the Corporation or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in such notice, of a certificate representing the aggregate number of shares that it may redeem consistent of ERS Common Stock deliverable by the Corporation to such holder (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim created by ERS or arising form acts or omissions of ERS) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of such aggregate Redemption Price. On and after the Automatic Redemption Date, the holders of the Exchangeable Shares called for redemption shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Redemption Price, unless payment of the aggregate Redemption Price deliverable to a holder for Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with such law and any Preferred Stock not so redeemed the foregoing provisions, in which case the rights of the holder shall remain outstandingunaffected until the aggregate Redemption Price deliverable to such holder has been paid in the manner hereinbefore provided. The Corporation shall provide written have the right at any time after the sending of notice (of its intention to redeem the “Corporation Notice”) by e-mail and first class mail postage prepaid, Exchangeable Shares as aforesaid to each Holder of record (determined at deposit or cause to be deposited the close of business on the Business Day next preceding the day on which the Corporation Notice is given) total Redemption Price of the Preferred Stock to be redeemedExchangeable Shares so called for redemption, at the address last shown on the records or of such of the Corporation for such Holder, notifying such Holder of the redemption to be effected, specifying the number of shares to be redeemed from such Holder, specifying said Exchangeable Shares represented by certificates that have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption, the redemption price, the place at which payment may be obtained in a custodial account with any chartered bank or trust company in Canada named in such notice and calling upon any interest allowed on such Holder to surrender deposit shall belong to the Corporation. Provided that such total Redemption Price has been so deposited prior to the Automatic Redemption Date, on and after the Automatic Redemption Date, the Exchangeable Shares shall be redeemed and the rights of the holders thereof after the Automatic Redemption Date shall be limited to receiving their proportionate part of the total Redemption Price for such Exchangeable Shares so deposited, against presentation and surrender of the said certificates held by them, respectively, in accordance with the manner foregoing provisions. Upon such payment or deposit of the total Redemption Price, the holders of the Exchangeable Shares shall thereafter be considered and at the place designated, his, her or its certificate or certificates representing deemed for all purposes to be holders of the shares of ERS Common Stock delivered to be redeemed; provided that the date of redemption shall be not less than 15 days from the date of the Corporation Notice. Except as otherwise provided herein, on or after the applicable date of redemption, each Holder to be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Corporation Notice, and thereupon the price of redemption of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. Notwithstanding anything herein to the contrary, each Holder shall remain entitled to convert the Accrued Value of its Preferred Stock (or any part thereof) during the 15-day period commencing on the date of the Corporation Notice through the applicable date of redemptionthem.
Appears in 1 contract
Samples: Combination Agreement (Electronic Retailing Systems International Inc)
Redemption by the Corporation. Subject to the provisions of this Section 8 and unless prohibited by applicable law governing distributions to stockholders, the 3.1 The Corporation may, in its sole discretionupon giving notice or upon the waiver of such notice as hereinafter provided, redeem all at any time the whole or a portion from time to time any part of the then outstanding shares Series I Preferred Shares on payment or deposit (in accordance with clause 3.4) of $0.85 for each Series I Preferred Stock:
Shares to be redeemed (i) on or after the Closing but prior to the first anniversary "Redemption Amount"). If part only of the Closing, at a redemption price per share equal to 150% of the Accrued Value;
(ii) on or after the first anniversary of the Closing but prior to the second anniversary of the Closing, at a redemption price per share equal to 140% of the Accrued Value;
(iii) on or after the second anniversary of the Closing but prior to the third anniversary of the Closing, at a redemption price per share equal to 130% of the Accrued Value;
(iv) on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing, at a redemption price per share equal to 120% of the Accrued Value;
(v) on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing, at a redemption price per share equal to 110% of the Accrued Value; and
(vi) on or after the fifth anniversary of the Closing, at a redemption price per share equal to 100% of the Accrued Value. If, on the date of such redemption, applicable law governing distributions to stockholders prevents the Corporation from redeeming all shares of Series I Preferred Stock scheduled Shares are to be redeemed, the Corporation shall be entitled to ratably redeem Board of Directors may select the maximum number of shares that it may redeem consistent with such law and any Series I Preferred Stock not so redeemed shall remain outstanding. The Corporation shall provide written notice (the “Corporation Notice”) by e-mail and first class mail postage prepaid, to each Holder of record (determined at the close of business on the Business Day next preceding the day on which the Corporation Notice is given) of the Preferred Stock to be redeemed, at the address last shown on the records of the Corporation for such Holder, notifying such Holder of the redemption to be effected, specifying the number of shares Shares to be redeemed from (i) by lot; (ii) on a pro rata basis; or (iii) in such Holder, specifying other manner as the date Board of such redemption, the redemption price, the place at which payment Directors may be obtained and calling upon such Holder to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares to be redeemed; provided that the date of redemption shall be not less than 15 days from the date their discretion select. If part only of the Corporation Notice. Except as otherwise provided herein, on or after the applicable date of redemption, each Holder to be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and at the place designated in the Corporation Notice, and thereupon the price of redemption of such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In the event less than all the shares Series I Preferred Shares represented by any such certificate are redeemed, a new certificate for the balance shall be issued representing at the unredeemed shares. Notwithstanding anything expense of the Corporation.
3.2 In the case of a redemption of Series I Preferred Shares, the Corporation shall give notice in writing of the intention of the Corporation to redeem such shares (unless notice is waived in any manner by the holder of the Series I Preferred Shares called for redemption) at least 2 days before the date specified for redemption (the date specified for redemption to be referred to herein as the "Redemption Date") to the contrary, each Holder shall remain entitled to convert the Accrued Value of its Preferred Stock (or any part thereof) during the 15-day period commencing on person who at the date of mailing is a holder of Series I Preferred Shares to be redeemed, provided that accidental failure to give such notice to one or more of such shareholders shall not affect the validity of such redemption. Such notice shall set out the Redemption Amount per Series I Preferred Shares, the Redemption Date, the name of the chartered bank or trust company at which the Redemption Amount may be deposited (if the Redemption Amount may be deposited pursuant to clause 3.4) and, if part only of the Series I Preferred Shares held by the person to whom it is addressed is to be redeemed, the number thereof to be redeemed.
3.3 The Corporation shall pay to the holder of the Series I Preferred Shares to be redeemed the Redemption Amount of each such share on or after the Redemption Date, provided that such holder has presented and surrendered to the Corporation Notice through the certificates representing the Series I Preferred Shares so called for redemption. Payment for Series I Preferred Shares to be redeemed by the Corporation shall be made by cheque payable at par in Canadian funds at any branch of the Corporation's bankers. Such cheques shall be sent to holders of such Series I Preferred Shares and redemption shall be deemed to have taken place upon such sending.
3.4 The Corporation shall have the right at any time after the mailing of notice of its intention to redeem any Series I Preferred Shares to deposit the Redemption Amount for each Series I Preferred Shares so called for redemption, or of such of those shares represented by certificates which have not at the date of such deposit been presented and surrendered by the holders thereof in connection with such redemption, to a special account in any chartered bank or in any trust company in Canada named in such notice, to be paid without interest to or to the order of the respective holders of such Series I Preferred Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing same. The Series I Preferred Shares in respect whereof this deposit has been made shall be deemed to be redeemed on the later of the date of such deposit and the Redemption Date. On such applicable date the Corporation shall adjust its securities register to show that such Series I Preferred Shares have been redeemed and the rights of redemptionthe holders thereof shall be limited to receiving, without interest, the Redemption Amount per Series I Preferred Share so deposited. Any interest allowed on such deposit shall belong to the Corporation. After the Redemption Amount for such Series I Preferred Shares has been deposited with any chartered bank or trust company in Canada, as aforesaid, notice shall be given to the holders of any Series I Preferred Shares called for redemption who have failed to present and surrender the certificates representing such shares within two months of the Redemption Date that the money has been so deposited and may be obtained by the holders of these Series I Preferred Shares upon presentation and surrender of the certificates representing such shares called for redemption at such bank or trust company.
3.5 From and after the Redemption Date, the holders of any such Series I Preferred Shares to be redeemed shall not be entitled to exercise any of the rights of the holders of Series I Preferred Shares in respect thereof unless payment or deposit of the Redemption Amount per Series I Preferred Share shall not be made in accordance with the foregoing provisions, in which event the rights of the holders of such Series I Preferred Shares shall remain unaffected.
3.6 To the extent permitted by law, the Redemption Amounts that are represented by a cheque that has not been presented for payment or that are otherwise unclaimed (including amounts held on deposit to a special account as provided for above) for a period of six years from the Redemption Date shall be forfeited to the Corporation.
Appears in 1 contract