Redemption of Company Preferred Stock. (a) If there is no Company Preferred Approval Event, then at least five days before the Closing Date, the Company shall transmit to the holders of Company Preferred Stock a Company Redemption Notice. The Company Redemption Notice (i) shall state that each share of Company Preferred Stock held by such holder shall be redeemed by the Company on a Secondary Company Redemption Date that is expected by the parties to be the Closing Date and (ii) may, at the Company’s option include as a condition (which may be waived by the Company in its sole discretion) to any obligation of the Company to effect the Preferred Redemption, that Parent and its Subsidiaries shall have made an irrevocable deposit with the Paying Agent for the Company’s benefit and on its behalf of the full amount in cash necessary to pay on the Closing Date the Secondary Company Redemption Price for all shares of the Company Preferred Stock (the “Preferred Deposit”). If there is no Company Preferred Approval Event, then no later than the opening of business on the Closing Date, (i) Parent shall make the Preferred Deposit with the Paying Agent and (ii) the Company shall at the time of the Preferred Deposit give the Paying Agent irrevocable instructions and authority to pay on the date set for redemption the Secondary Company Redemption Price to the holders of Company Preferred Stock to be redeemed as set forth in the Company Redemption Notice. Notwithstanding anything to the contrary contained in this Agreement, if Parent fails to make the Preferred Deposit as contemplated by the preceding sentence, the Company may, in its sole discretion, make all or any part of the Preferred Deposit with the Paying Agent and may effect the Preferred Redemption if there is no Company Preferred Approval Event.
(b) None of the Company or its Subsidiaries or any of their respective Representatives shall be required to make any payment or deposit any funds related thereto or execute or deliver any certificate, document, legal opinion, instrument or agreement, or agreement to any change or modification of any existing certification, document, instrument or agreement in connection therewith, or be bound by the terms of the Preferred Redemption, in each case, that is effective prior to the time that Parent or the Company makes the Preferred Deposit with the Paying Agent described in this Section 5.19 or that would be effective if either the Preferred Deposit or the Effective Time does not occur.
(c) None of the Company o...
Redemption of Company Preferred Stock. Prior to the Effective Time, the Board of Directors of the Company shall call for redemption all outstanding shares of Company Preferred Stock (as defined in Section 4.3), at a redemption price equal to the amount set forth in the Restated Certificate of Incorporation of the Company, together with all dividends accrued and unpaid to the date of such redemption. All shares of Company Preferred Stock shall be redeemed so that no such shares shall be deemed to be outstanding at the Effective Time.
Redemption of Company Preferred Stock. The Board of Directors of the Company shall take all action necessary to call for redemption all outstanding shares of Company Preferred Stock at the redemption price stated in the Company's Restated Certificate of Incorporation as soon as practicable following the date of this Agreement.
Redemption of Company Preferred Stock. The Company shall not revoke its notice to redeem the Company Preferred Stock and shall redeem all Company Preferred Stock not later than 15 Business Days after the Closing Date.
Redemption of Company Preferred Stock. Prior to the Effective Time, the Company shall redeem all outstanding shares of Company Preferred Stock at a redemption price equal to the amounts then required to be paid upon redemption of the applicable series of Company Preferred Stock pursuant to the terms of such series, together with all dividends accrued and unpaid to the date of such redemption.
Redemption of Company Preferred Stock. The Company shall redeem all of its outstanding Company Preferred A Shares and Company Preferred B Shares prior to its mailing of the Proxy Statement to its shareholders in which the holders of Company Shares are asked to vote to approve the Merger.
Redemption of Company Preferred Stock. On August 8, 2006, concurrently with the public disclosure of the proposed Merger, the Company will provide to all holders of the Company Preferred Stock a Notice of Company Change of Control Redemption, as defined in the Articles of Incorporation, and in compliance with the requirements set forth in the Articles of Incorporation. At the Effective Time, any outstanding Company Preferred Stock will be redeemed by the Company pursuant to its terms, and as set forth in the Articles of Incorporation, and the Surviving Corporation shall pay to the holders of any outstanding Company Preferred Stock, on behalf of the Company, the Change of Control Redemption Price, as defined, and set forth in the Articles of Incorporation (the “Preferred Stock Merger Consideration” and together with Common Stock Merger Consideration the “Merger Consideration”).
Redemption of Company Preferred Stock. Effective upon the Closing, the Company shall duly cause all of the shares of the Company Preferred Stock then outstanding to be redeemed for cash, including payment of all accumulated and
Redemption of Company Preferred Stock. Prior to the Effective Time the Company will redeem or convert all of the issued and outstanding shares of Company Preferred Stock pursuant to the terms of the related certificate of designation.
Redemption of Company Preferred Stock. The Company shall have redeemed or converted all issued and outstanding shares of Company Preferred Stock pursuant to the terms of the related certificate of designation. ARTICLE IX TERMINATION 9.
