Redemption of Series A Preferred Stock Sample Clauses

Redemption of Series A Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series A Preferred Stock in accordance with the terms of the Articles, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Series A Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series A Preferred Stock is in accordance with the provisions of the Articles. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Series A Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon (without accumulation of any undeclared dividends) to the date fixed for redemption, in accordance with the provisions of the Articles, the Depositary shall redeem the number of Depositary Shares representing such Series A Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Series A Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series A Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series A Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; provided, however, that neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price; (iv) the plac...

Redemption of Series A Preferred Stock. Prior to the Closing, SLIC shall take all required action to redeem all issued and outstanding shares of its Series A Preferred Stock in accordance with SLIC’s Certificate of Designation for such Series A Preferred Stock, effective as of immediately prior to the First Effective Time.

Redemption of Series A Preferred Stock. In accordance with Section D.6.4 of Article Four of the Charter, effective upon the Closing, and without the requirement of any further action on the part of the Company or any Investor, the Company shall redeem each of the shares of Series A Preferred Stock owned by the Investors, and each of the Investors shall tender all of its respective shares of Series A Preferred Stock to the Company, for the following consideration: (A) with respect to each share of Series A Preferred Stock owned by Westbury which is redeemed pursuant to this Section 1.2, the Company shall (i) pay to Westbury an amount in cash equal to the Westbury Cash Redemption Amount, and (ii) shall issue to Westbury a number of shares of Common Stock equal to the quotient obtained by dividing (x) the excess of the Series A Redemption Price (as defined in the Charter) calculated as of the date of the Closing over the Westbury Cash Redemption Amount, by (y) the Applicable Price. (B) with respect to each share of Series A Preferred Stock owned by an Investor other than Westbury which is redeemed pursuant to this Section 1.2, the Company shall (i) pay to such Investor an amount in cash equal to the Preferred Stock Cash Redemption Amount, and (ii) shall issue to such Investor a number of shares of Common Stock equal to the quotient obtained by dividing (x) the excess of the Series A Redemption Price calculated as of the date of the Closing over the Preferred Stock Cash Redemption Amount, by (y) the Applicable Price.

Redemption of Series A Preferred Stock. If not previously redeemed, provided that all of the conditions to the Mergers set forth in Article VIII have been satisfied or waived, immediately prior to the Effective Time, the La Quinta Entities shall take all necessary actions to redeem all of the outstanding shares of Series A Preferred Stock for the redemption price per share calculated in accordance with Section I(f) of the Certificate of the Powers, Designations, Preferences and Rights of the 9% Series A Cumulative Redeemable Preferred Stock (the “Series A Certificate of Designations”) consisting as part of the Properties Certificate of Incorporation (the “Series A Redemption Price”), including depositing the aggregate Series A Redemption Price in trust in accordance with the terms of Sections I(g)(iii) and I(g)(v) of the Series A Certificate of Designations. Notwithstanding anything to the contrary contained in this Agreement, in connection with such redemption, Properties may issue and sell to the Company or any La Quinta Subsidiary shares of capital stock in an amount necessary to fund the aggregate Series A Redemption Price.

Redemption of Series A Preferred Stock. (a) Optional Redemption Upon not less than 90 days prior written notice to the holders, the Company shall have the right (but not the obligation) to redeem the Series A Preferred Stock shares on a date which shall be on or after seven (7) years after the issuance of the Series A Preferred Stock shares (the “Optional Redemption Date”). On the Optional Redemption Date, unless previously converted by the holder into Class A Common Stock, each share of Series A Preferred Stock may be redeemed by the Company at a cash price of Ten Dollars ($10.00) plus any accumulated dividend owing to the holders of the Series A Preferred Stock by the Company as of the Optional Redemption Date.

Redemption of Series A Preferred Stock. At least three days prior to the Effective Time, Summit shall provide in writing to Liberty the aggregate amount required to redeem all of the outstanding shares of Series A Preferred Stock at the Effective Time, which shall be the aggregate Liquidation Preference (as defined in Summit's Articles of Incorporation) plus all cumulated and unpaid dividends (the "Series A Amount"). On or prior to the Effective Time, Liberty shall deposit with Chasx Xxxxxx xx amount in cash equal to the Series A Amount. Summit shall take, or cause to be taken, all such actions and give such notice and take all such other actions as required pursuant to Summit's Articles of Incorporation so that the Series A Preferred Stock will be redeemed simultaneously with the Effective Time.

Redemption of Series A Preferred Stock. On the Closing Date, the Stockholders shall sell, assign, and transfer to the Company 15,000 Shares (the "Redeemed Shares"), which Redeemed Shares have an aggregate redemption price of Sixteen Million Five Hundred Thousand Dollars ($16,500,000). Each Stockholder shall tender to the Company on the Closing Date the number of Redeemed Shares set forth opposite such Stockholder's name on Schedule 1 attached hereto and a corresponding stock assignment in form and substance reasonably acceptable to the Company.

Redemption of Series A Preferred Stock. Notwithstanding anything to the contrary in this Agreement, if Parent shall request in writing that the Company effect the redemption of all or any portion of the Series A Preferred Shares, the Company shall promptly take, or cause to be taken, such actions as may be required (and that are approved by Parent) to effect the redemption of such Series A Preferred Shares in accordance with the terms set forth in the Certificate of Designation, provided that, for the avoidance of doubt, any redemption of such Series A Preferred Shares shall be subject to the occurrence of the Closing. If Parent shall request that the Company effect the redemption of any Series A Preferred Shares, Parent shall cause the Surviving Corporation to pay the redemption price payable in respect thereof as determined pursuant to the Certificate of Designation when such redemption price shall become due and payable in accordance with the terms set forth therein.

Redemption of Series A Preferred Stock. Pursuant to Section E(5) of Article VII of the Certificate of Incorporation of the Company, KULI has the right to require the Company to redeem all of the outstanding shares of Series A Preferred Stock at any time after December 31, 2004 if the Company has not consummated a “Qualified IPO” (as defined in the Certificate of Incorporation) by such date (the “Redemption Rights”). So long as Bxxxxxx (together with any transferee of Bxxxxxx in a Permitted Transfer) continues to hold at least eighty percent (80%) of the Bxxxxxx Original Shares, KULI agrees that it (and its transferees) will exercise the Redemption Rights in any year only during the period from January 1 through the last day of February.

Redemption of Series A Preferred Stock. The Company may, at its option and with the approval of the Board of Directors, within the two (2) year period following issuance of the Series A Preferred Stock upon exercise of the Rights, redeem the Series A Preferred Stock at a redemption price equal to one hundred percent (100%) of the closing trading price of the Company's common stock on the date of this Agreement, as amended (May 13, 2003), subject to customary anti-dilution adjustments (the "Redemption Price").