Redemption of Series A Preferred Stock a. At the election of the holders of at least a majority of the outstanding shares of Series A Preferred Stock, this corporation shall redeem, at any time after the fifth (5th) anniversary of the Original Issue Date (as defined below), on the date specified in a written notice from the required holders of Series A Preferred Stock (which redemption date shall be no earlier than sixty (60) days after the date of the notice) (the “Redemption Date”), all shares of Series A Preferred Stock then outstanding as of the Redemption Date by paying in cash therefor, the Series A Original Issue Price for each share of Series A Preferred Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares) plus all declared but unpaid dividends on such shares. Notwithstanding the provisions of this Article (4)(B)(3), this corporation will not be required to redeem shares in any calendar quarter to the extent funds are not legally available. If funds are not legally available to consummate a redemption under this Article (4)(B)(3), this corporation shall redeem the maximum number of shares for which funds are legally available on a pro rata basis from each holder of Series A Preferred Stock then outstanding and will continue to do so each calendar quarter thereafter until the total number of shares that it has redeemed is equal to the total number of shares that it would have redeemed at such time as if it had redeemed in accordance with the provisions of this Article (4)(B)(3).
b. This corporation shall give notice by certified mail, postage prepaid, return receipt requested, to the holders of record of Series A Preferred Stock to be redeemed, such notice to be addressed to each holder at the address shown in this corporation’s records, which notice shall specify the date of redemption, the number of shares of Series A Preferred Stock to be redeemed, and the date on which conversion rights terminate. Such notice shall be given no more than sixty (60) but no less than thirty (30) days prior to the date fixed for
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. 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. 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. (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 Xxxxx Xxxxxx an 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. (a) To the extent it is lawfully able to do so, subject to Section 2.1(d) and 2.1(e) below, in the event of the occurrence of a Trigger Event, the Company shall redeem in accordance with this Article II the number of shares of Series A Preferred Stock calculated in accordance with Section 2.1(d) from the Investors (a “Mandatory Redemption”) at a redemption price per share (the “Mandatory Redemption Price”) equal to the Series A Liquidation Preference for such share as of the Mandatory Redemption Date (as defined below) specified in the Mandatory Redemption Notice referred to below. Notwithstanding the foregoing, the Company shall not effect any Mandatory Redemption in the event holders of a majority of the outstanding shares of Series A Preferred Stock have delivered a notice to the Company prior to the Mandatory Redemption Date (as defined below) objecting to such Mandatory Redemption.
Redemption of Series A Preferred Stock. The Company agrees that effective immediately upon the acceptance for payment of Shares by Sub pursuant to the Offer, the Company shall redeem all of its issued and outstanding shares of Series A Preferred Stock at a redemption price of $9.375 per share in cash (the "Redemption"). Prior to the Initial Expiration Date of the Offer, the Company shall obtain all necessary consents, waivers or authorizations of any Governmental Entity or third party (including the consent of the Company's lenders) required to be obtained in connection with the Redemption.
Redemption of Series A Preferred Stock. If all of the Series A Preferred Stock held by a Preferred Shareholder that makes a Redemption Election (as defined in the Company's Certificate of Designation relating to the Series A Preferred Stock) (the "Certificate of Designation") is not redeemed within three years of the Redemption Date (as defined in the Certificate of Designation), the Company shall use its best efforts to sell its business to obtain sufficient cash funds to fully redeem the Series A Preferred Stock held by such Preferred Shareholder. Upon obtaining such funds or a commitment to provide such funds, the Company agrees to take such actions as may be necessary in order to fully redeem the Series A Preferred Stock contemporaneously therewith or as soon as legally possible thereafter.
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").
