Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation (including on account of a regulatory capital treatment event, as described therein), 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 B Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series B Preferred Stock is in accordance with the provisions of the Certificate of Designation. 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 B Preferred Stock to be redeemed, as determined in accordance with the provisions of the Certificate of Designation, the Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock. Notice of the Corporation’s redemption of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed; but neither the failure to mail nor the failure to transmit any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, either pro rata or by lot, or by any other equitable method, in each case as the Corporation may determine and permitted by the rules of DTC and any stock exchange on which the Depositary Shares are listed. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series B Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series B Preferred Stock so called for redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth of the redemption price per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series B Preferred Stock to be so redeemed and have not theretofore been paid, in all cases without interest on such amounts. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 2 contracts
Samples: Deposit Agreement (First Merchants Corp), Deposit Agreement (Level One Bancorp Inc)
Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation (including on account of a regulatory capital treatment event, as described therein)Designations, 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 B Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption priceRedemption Price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series B Preferred Stock is in accordance with the provisions of the Certificate of DesignationDesignations. On the date of such redemptionapplicable Redemption Date, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price Redemption Price of the Series B Preferred Stock to be redeemed, as determined in accordance with the provisions of the Certificate of Designation, the Depositary shall redeem the number of Depositary Shares representing such shares of Series B Preferred Stock. Notice The Depositary shall mail notice of the Corporation’s redemption of shares of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method approved by the Depositary, Depositary (in its reasonable discretion), in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such shares of Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at the addresses of such Holders as they appear on the records of the Depositary; but neither the failure to mail nor the failure to or transmit any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the redemption priceapplicable Redemption Price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, redeemed shall be selected either pro rata or by lot, or by any other equitable method, in each case as the Corporation may determine and permitted by the rules of DTC and any stock exchange on which the Depositary Shares are listed. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series B Preferred Stock evidenced by the Depositary Shares called for redemption) .
(i) dividends on the shares of Series B Preferred Stock so called for redemption Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption priceapplicable Redemption Price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth 1/40th of the redemption price per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series B Preferred Stock to be so redeemed and have not theretofore been paid, in all cases without interest on such amounts. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption paymentapplicable Redemption Price for all of the Depositary Shares redeemed, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 2 contracts
Samples: Deposit Agreement (Regions Financial Corp), Deposit Agreement (Regions Financial Corp)
Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation (including on account of a regulatory capital treatment event, as described therein)Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 35 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 B Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption priceRedemption Price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series B Preferred Stock is in accordance with the provisions of the Certificate of DesignationDesignations. On the date of such redemptionapplicable Redemption Date, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price Redemption Price of the Series B Preferred Stock to be redeemed, as determined in accordance with the provisions of the Certificate of DesignationDesignations, the Depositary shall redeem the number of Depositary Shares representing such shares of Series B Preferred Stock. Notice The Depositary shall transmit notice of the Corporation’s redemption of shares of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method approved by the Depositary, Depositary (in its reasonable discretion), in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such shares of Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at the addresses of such Holders as they appear on the records of the Depositary; but neither the failure to mail nor the failure to or transmit any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the applicable redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, redeemed shall be selected either pro rata or by lot, lot or in such other manner proportionate and applicable to the manner in which shares of the Series B Preferred Stock are redeemed as determined to be fair and equitable by any other equitable method, in each case as the board of directors of the Corporation may determine and permitted by the rules of DTC and any stock exchange on which the Depositary Shares are listedor a duly authorized committee thereof. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series B Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series B Preferred Stock so called for redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the applicable redemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth 1/40th of the redemption price Redemption Price per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series B Preferred Stock to be so redeemed and have not theretofore been paid, in all cases without interest on such amountsredeemed. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the applicable redemption paymentprice for all of the Depositary Shares redeemed, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 2 contracts
Samples: Deposit Agreement (Cullen/Frost Bankers, Inc.), Deposit Agreement (Cullen/Frost Bankers, Inc.)
Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation (including on account of a regulatory capital treatment event, as described therein)Designations, 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 B Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series B Preferred Stock is in accordance with the provisions of the Certificate of DesignationDesignations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary Redemption Price (as such term is defined in the redemption price Certificate of Designations) of the Series B Preferred Stock to be redeemed, as determined plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of DesignationDesignations, the Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock. Notice of the Corporation’s redemption of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 25 days and not more than 60 days prior to the date fixed for redemption of such Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed; but neither the failure to mail nor the failure to or transmit any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, redeemed shall be selected either pro rata or by lot, lot or by in such other manner as the Board of Directors of the Corporation or any other equitable method, in each case as duly authorized committee of the Board of Directors of the Corporation may determine to be fair and permitted by the rules of DTC and any stock exchange on which the Depositary Shares are listedequitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series B Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series B Preferred Stock so called for redemption Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth thousandth of the redemption price Redemption Price (as such term is defined in the Certificate of Designations) per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series B Preferred Stock to be so redeemed and have not theretofore been paid, in all cases without interest on such amounts. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 1 contract
Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation Designations (including on account of a regulatory capital treatment eventRegulatory Capital Treatment Event, as described therein), 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 such redemption, which shall state: (i) the date Redemption Date; (ii) the number of such proposed redemption shares of Series B Preferred Stock and to be redeemed and, if less than all the shares of Series B Preferred Stock are to be redeemed, the number of such shares of Series B Preferred Stock held by the Depositary to be so redeemed and redeemed; (iii) the applicable redemption price, ; and (iv) the place or places where the certificates evidencing such sharesshares of Series B Preferred Stock, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from . In case less than all the Corporation stating that such redemption outstanding shares of Series B Preferred Stock is are to be redeemed, the shares of Series B Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in accordance with such other manner determined by the provisions of the Certificate of DesignationCorporation to be fair and equitable. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Series B Preferred Stock to be redeemed, as determined plus an amount equal to any declared and unpaid dividends thereon, without regard to any undeclared dividends, to, but excluding, the date fixed for redemption in accordance with the provisions of the Certificate of Designation, the Designations. The Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock. Notice mail notice of the Corporation’s redemption of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at their respective last addresses as they appear on the records of the Depositary; but neither the failure to mail nor the failure to transmit any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 In case less than all the Depositary Shares held by any such Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, redeemed shall be selected either pro rata or by lot, lot or in such other manner determined by any other equitable method, in each case as the Corporation may determine to be fair and permitted by the rules of DTC and any stock exchange on which the Depositary Shares are listedequitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series B Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series B Preferred Stock so called for redemption Redemption shall cease to accrue from and after such datedate and all shares of Series B Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption priceprice without interest) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth 1/40th of the redemption price per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends which on in accordance with the Redemption Date have been declared on provisions of the shares Certificate of Series B Preferred Stock to be so redeemed and have not theretofore been paid, in all cases without interest on such amountsDesignations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
Appears in 1 contract
Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation (including on account of a regulatory capital treatment event, as described therein)Certificate, 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 B Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series B Preferred Stock is in accordance with the provisions of the Certificate of DesignationCertificate. 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 B Preferred Stock to be redeemed, as determined plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of DesignationCertificate, the Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock. Notice The Depositary shall mail notice of the Corporation’s redemption of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at their respective last addresses as they appear on the records of the Depositary; but neither the failure to mail nor the failure to transmit any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, redeemed shall be selected either pro rata or by lot, lot or by in such other manner as the Board of Directors of the Corporation or any other equitable method, in each case as duly authorized committee of the Board of Directors of the Corporation may determine to be fair and permitted by the rules of DTC and any stock exchange on which the Depositary Shares are listedequitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series B Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series B Preferred Stock so called for redemption Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth one thousandth of the redemption price per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series B Preferred Stock to be so redeemed and have not theretofore therefore been paid, in all cases without interest on such amounts. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 1 contract
Samples: Deposit Agreement (Us Bancorp \De\)
Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation Designations (including on account of a regulatory capital treatment eventRegulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 35 days and not more than 60 days prior to the Redemption Date (as defined below), notice of such redemption, which shall state: (i) the date Redemption Date; (ii) the number of such proposed redemption shares of Series B Preferred Stock and to be redeemed and, if less than all the shares of Series B Preferred Stock are to be redeemed, the number of such shares of Series B Preferred Stock held by the Depositary to be so redeemed and redeemed; (iii) the applicable redemption price, ; and (iv) the place or places where the certificates evidencing such sharesshares of Series B Preferred Stock, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from . In case less than all the Corporation stating that such redemption outstanding shares of Series B Preferred Stock is are to be redeemed, the shares of Series B Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in accordance with such other manner determined by the provisions of the Certificate of DesignationCorporation to be fair and equitable. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Series B Preferred Stock to be redeemed, as determined plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption in accordance with the provisions of the Certificate of Designation, the Designations. The Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock. Notice send notice of the Corporation’s redemption of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class maila reasonably acceptable transmission method, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at their respective last addresses as they appear on the records of the Depositary; but neither the failure to mail nor the failure to transmit send any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, either pro rata or by lot, or by any other equitable method, in each case as the Corporation may determine and permitted by the rules of DTC and any stock exchange on which the Depositary Shares are listed. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds Funds necessary to redeem the shares of Series B Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series B Preferred Stock so called for redemption shall cease to accrue from and after such datedate and all shares of Series B Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption priceprice without interest) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth 1/40th of the redemption price per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends which on in accordance with the Redemption Date have been declared on provisions of the shares Certificate of Series B Preferred Stock to be so redeemed and have not theretofore been paid, in all cases without interest on such amountsDesignations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
Appears in 1 contract
Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation Designations (including on account of a regulatory capital treatment eventRegulatory Capital Treatment Event, as described therein), 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 such redemption, which shall state: (i) the date Redemption Date; (ii) the number of such proposed redemption shares of Series B Preferred Stock and to be redeemed and, if less than all the shares of Series B Preferred Stock are to be redeemed, the number of such shares of Series B Preferred Stock held by the Depositary to be so redeemed and redeemed; (iii) the applicable redemption price, ; and (iv) the place or places where the certificates evidencing such sharesshares of Series B Preferred Stock, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from . In case less than all the Corporation stating that such redemption outstanding shares of Series B Preferred Stock is are to be redeemed, the shares of Series B Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in accordance with such other manner determined by the provisions of the Certificate of DesignationCorporation to be fair and equitable. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Series B Preferred Stock to be redeemed, as determined plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption in accordance with the provisions of the Certificate of Designation, the Designations. The Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock. Notice mail notice of the Corporation’s redemption of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at their respective last addresses as they appear on the records of the Depositary; but neither the failure to mail nor the failure to transmit any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 In case less than all the Depositary Shares held by any such Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, redeemed shall be selected either pro rata or by lot, lot or in such other manner determined by any other equitable method, in each case as the Corporation may determine to be fair and permitted by the rules of DTC and any stock exchange on which the Depositary Shares are listedequitable. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series B Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series B Preferred Stock so called for redemption Redemption shall cease to accrue from and after such datedate and all shares of Series B Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption priceprice without interest) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth 1/40th of the redemption price per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends which on in accordance with the Redemption Date have been declared on provisions of the shares Certificate of Series B Preferred Stock to be so redeemed and have not theretofore been paid, in all cases without interest on such amountsDesignations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary or Computershare, as appropriate, will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
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Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation (including on account of a regulatory capital treatment eventRegulatory Capital Treatment Event, as described therein), 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 such redemption, which shall state: (i) the date Redemption Date; (ii) the number of such proposed redemption shares of Series B Preferred Stock and to be redeemed and, if less than all the shares of Series B Preferred Stock are to be redeemed, the number of such shares of Series B Preferred Stock held by the Depositary to be so redeemed redeemed; (iii) the redemption price and the applicable redemption price, amount of any unpaid dividends and other amounts to be paid upon redemption; (iv) the place or places where the certificates evidencing such sharesshares of Series B Preferred Stock, if any, are to be surrendered for payment of the redemption price; and (v) that dividends on the shares of Series B Preferred Stock will cease on the Redemption Date subject to necessary funds being set aside, which notice shall be accompanied by a certificate from the Corporation stating that such the redemption of the Series B Preferred Stock is in accordance with the provisions of the Certificate of Designation. In case less than all the outstanding shares of Series B Preferred Stock are to be redeemed, the shares of Series B Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation (with prompt written notice thereof to the Depositary) to be fair and equitable or as may be required by the principal national stock exchange on which the Series B Preferred Stock is listed. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock set forth in such notice, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Series B Preferred Stock to be redeemed, plus an amount equal to (i) any declared and unpaid dividends thereon to the date fixed for redemption without accumulation of any undeclared dividends or (ii) if the redemption is in connection with a Regulatory Capital Treatment Event (as determined defined in the Certificate of Designation) the unpaid portion of the dividend (whether or not declared) for the then current dividend period, all in accordance with the provisions of the Certificate of Designation. The Depositary shall, the Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock. Notice if requested in writing and provided with all necessary information and documents, mail notice of the Corporation’s redemption of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, prepaid (or (2another reasonably acceptable transmission method) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case case, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at their respective last addresses as they appear on the records of the Depositary; but neither the failure to mail nor the failure to or transmit any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, either pro rata or by lot, or by any other equitable method, in each case as the Corporation may determine and permitted by the rules of DTC and any stock exchange on which the Depositary Shares are listed. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series B Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series B Preferred Stock so called for redemption shall cease to accrue from be outstanding and after any rights with respect to such dateshares shall cease and terminate (except for the right to receive the redemption price and any unpaid dividends and other amounts without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption priceprice and any unpaid dividends without interest) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth 1/1,000th of the redemption price per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid of dividends in accordance with the provisions of the Certificate of Designation. In case less than all the Depositary Receipts are to be redeemed, the Depositary Receipts to be so redeemed shall be selected either pro rata or by lot or in such other manner determined by the Corporation in respect of dividends (with prompt written notice thereof to the Depositary) to be fair and equitable or as may be required by the principal national stock exchange on which on the Redemption Date have been declared on the shares of Series B Preferred Stock to be so redeemed and have not theretofore been paid, in all cases without interest on such amountsis listed. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, the Corporation shall redeem Depositary Shares only in increments of 1,000 Depositary Shares and any multiple thereof.
Appears in 1 contract
Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designation (including on account of a regulatory capital treatment event, as described therein)Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 15 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 B Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series B Preferred Stock is in accordance with the provisions of the Certificate of DesignationDesignations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary Computershare the redemption price of the Series B Preferred Stock to be redeemed, plus any other amount (if applicable) as determined provided in accordance with the provisions of the Certificate of DesignationDesignations, the Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock. Notice The Depositary shall, if requested in writing and provided with all necessary information, mail or electronically deliver notice of the Corporation’s redemption of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case electronic mail not less than 30 5 days and not more than 60 days prior to the date fixed for redemption of such Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at their respective last addresses (including e-mail addresses) as they appear on the records of the Depositary, or transmit in accordance with the applicable procedures of any Global Receipt Depository or by such other method approved by the Depositary, in its reasonable discretion; but neither the failure to mail nor the failure to transmit or electronically deliver any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing representing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, redeemed shall be selected either pro rata or by lot, lot or in such other manner determined by any other equitable method, in each case as the Corporation may determine to be fair and permitted by equitable (of which determination the rules of DTC and any stock exchange on which Corporation shall promptly notify the Depositary Shares are listedDepository in writing). Notice having been mailed or transmitted electronically delivered by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series B Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series B Preferred Stock so called for redemption Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption priceamounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth 1/40th of the redemption price per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on (and not previously distributed to the Redemption Date have been declared on Holders of Depositary Shares) in accordance with the shares provisions of Series B Preferred Stock to be so redeemed and have not theretofore been paid, in all cases without interest on such amountsthe Certificate of Designations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 1 contract
Redemption of Series B Preferred Stock. Whenever the Corporation shall be permitted From and shall elect to redeem shares after July 29, 2010, each holder of Series B Preferred Stock in accordance with Stock, upon the terms written approval of the Certificate holders of Designation (including on account at least a majority of a regulatory capital treatment event, as described therein), 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 B Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, and the place or places where the certificates evidencing such shares, if any, are to be surrendered for payment of the redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series B Preferred Stock is in accordance with the provisions of the Certificate of Designation. 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 B Preferred Stock to be redeemed, as determined in accordance with the provisions of the Certificate of Designation, the Depositary shall redeem the number of Depositary Shares representing such Series B Preferred Stock. Notice of the Corporation’s redemption of Series B Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series B Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series B Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed; but neither the failure to mail nor the failure to transmit any such notice of redemption of Depositary Shares to one or more such Record Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Record Holders shall affect the sufficiency of the proceedings for redemption as to the other Record 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 Record Holder are to be redeemed, the number of such Depositary Shares held by such Record Holder to be so redeemed; (iii) the redemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Series B Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. If fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary shall select the Depositary Shares to be so redeemed, either pro rata or by lot, or by any other equitable method, in each case as the Corporation may determine and permitted by the rules of DTC and any stock exchange on which the Depositary Shares are listed. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the shares of Series B Preferred Stock evidenced then outstanding, may, at its option, at any time (and from time to time), require the Corporation to redeem all or a part of the Series B Preferred Stock held by such holder by delivery of a written notice requesting such redemption and the Depositary Shares called for redemptionnumber of shares to be redeemed (the “Series B Redemption Notice”). Within five (5) days after the date of receipt of a Series B Redemption Notice (ithe “Series B Date of Receipt”), the Corporation shall deliver written notice to all other holders of Preferred Stock informing each such holder of (1) dividends on the receipt of such Series B Redemption Notice, (2) the Series B Date of Receipt, (3) the number of shares of Series B Preferred Stock so called for redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer requested to be outstanding, (iii) all rights of redeemed in the Holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminateSeries B Redemption Notice, and (iv4) upon surrender in accordance with such redemption notice the total number of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one one-hundredth of the redemption price per share of Series B Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series B Preferred Stock outstanding as of the Series B Date of Receipt. Any such holder desiring to have any of its Series B Preferred Stock redeemed by the Corporation in accordance with the schedule below shall have until thirty (30) days after the Series B Date of Receipt (such 30 day period, the “Series B Exercise Period”) in which to notify the Corporation of the number of shares of Series B Preferred Stock which such holder desires the Corporation to redeem. The total number of shares of Series B Preferred Stock which are so requested to be redeemed by all holders of Series B Preferred Stock are referred to herein as the “Series B Redemption Shares”. The Corporation shall redeem such shares in three equal redemptions according to the following schedule: (i) one-third of the Series B Redemption Shares within thirty (30) days of the end of the Series B Exercise Period, (ii) one-third of the Series B Redemption Shares on the first anniversary of the Series B Redemption Notice; and (iii) one-third of the Series B Redemption Shares on the second anniversary of the Series B Redemption Notice (the “Series B Redemption Dates”). Subject to subsection 4.2.7(f), the Corporation shall redeem the Series B Redemption Shares at a price equal to the Series B Liquidation Preference for each such share as of the applicable Series B Redemption Date (the “Series B Redemption Price”). The Corporation shall pay for shares redeemed hereunder by delivery of cash in the amount of the Redemption Price for the shares to be so redeemed and have not theretofore been paid, in all cases without interest on such amounts. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionrespective Series B Redemption Dates.
Appears in 1 contract
Samples: License Agreement (Inogen Inc)
