Redemption of Series C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the Redemption Date, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the Redemption Price of the Series C Preferred Stock to be redeemed, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary or transmit 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 shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 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 C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing). (b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption) (i) all dividends on the shares of Series C 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 1/40th of the Redemption Price per share of Series C Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation with respect to dividends which on the Redemption Date have been declared on the shares of the Series C Preferred Stock to be so redeemed and have not therefore been paid. (c) 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 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 3 contracts
Samples: Deposit Agreement (Sterling Bancorp), Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (Astoria Financial Corp)
Redemption of Series C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate Articles of DesignationsAmendment, 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable 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 shares of Series C Preferred Stock is in accordance with the provisions of the Certificate Articles of DesignationsAmendment. On the Redemption Datedate of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary Continental the Redemption Price (as such term is defined in the Articles of Amendment) of the Series C Preferred Stock to be redeemed, 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 Articles of Amendment, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, mail notice Notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C 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 Depositary, or transmit (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 C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they appear on the records of the Depositaryredeemed; but neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)lot.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C 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 Priceredemption 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 1/40th one one-fortieth of the Redemption Price (as such term is defined in the Articles of Amendment) per share of Series C Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation with in respect to of dividends which on the Redemption Date have been declared on the shares of the Series C Preferred Stock to be so redeemed and have not therefore theretofore been paid.
(c) . 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 Price for all of the Depositary Shares redeemedredemption 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 (Old National Bancorp /In/), Deposit Agreement (Old National Bancorp /In/)
Redemption of Series C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate Articles of DesignationsAmendment, 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate Articles of DesignationsAmendment. On the Redemption Datedate of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the Redemption Price (as such term is defined in the Articles of Amendment) of the Series C Preferred Stock to be redeemed, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, mail notice Notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C 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 Depositary, or transmit (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 C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they appear on the records of the Depositaryredeemed; but neither failure to mail or transmit 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 redeemedredeemed (or the method of determining such number); (iii) the Redemption Priceredemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of dividend rights on the Series C Preferred Stock represented by such Depositary Shares shares to be redeemed will cease to accrue on such the Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable (which determination equitable. For the Corporation will promptly notify avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as described in writing).
(b) Notice having been mailed or transmitted by the Depositary as aforesaidforegoing paragraph, from and after to the Redemption Date (unless Record Holders of the Corporation shall have failed to provide the funds necessary to redeem the Series C Preferred Stock evidenced by Receipts evidencing the Depositary Shares called for redemption)to be redeemed.
(i) all dividends dividend rights on the shares of Series C 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, as such term is defined in the Articles of Amendment) 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 1/40th 1/4,000th of the Redemption Price per share of Series C Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation with in respect to of dividends which on the Redemption Date have been declared on the shares of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) . Any funds deposited by the Corporation with the Depositary for any Depositary Shares that the Holders thereof fail to redeem will be returned to the Corporation after a period of three years from the date such funds are so deposited. 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 Price for all of the Depositary Shares redeemedredemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share.
Appears in 1 contract
Redemption of Series C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate Articles of DesignationsAmendment, 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate Articles of DesignationsAmendment. On the Redemption Datedate of such redemption, 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 C Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends, except in the case of a redemption following a Regulatory Capital Event (as such term is defined in the Articles of Amendment), in accordance with the provisions of the Articles of Amendment, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary or transmit 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 shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the their respective last addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing representing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)lot.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C 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 1/40th 1/25th of the Redemption Price redemption price per share of Series C 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 (and not previously distributed to the Holders of Depositary Shares) in accordance with respect to dividends which on the Redemption Date have been declared on the shares provisions of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) Articles of Amendment. 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 Price for all of the Depositary Shares redeemedredemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. The Company shall be entitled to receive, from time to time, from the Depositary any interest accrued on such funds deposited with the Depositary, and the holders of any Receipts called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of two years from the applicable Redemption Date shall, to the extent permitted by law, be repaid by the Depositary to the Company.
Appears in 1 contract
Redemption of Series C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of DesignationsDesignations (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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the Redemption Datedate of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary Computershare or a successor Depositary, as applicable, the Redemption Price (as such term is defined in the Certificate of Designations) of the Series C Preferred Stock to be redeemed, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, mail notice Notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C 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 Depositary, or transmit (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 C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they appear on the records of the Depositaryredeemed; but neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner consistent with the rules and policies of the New York Stock Exchange as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)equitable.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C 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 Priceredemption 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 1/40th 1/1,000th of the Redemption Price (as such term is defined in the Certificate of Designations) per share of Series C Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation with in respect to of dividends which on the Redemption Date have been declared on the shares of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) . 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 Price for all of the Depositary Shares redeemedredemption 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 C Preferred Stock. (a) Whenever the Corporation Company shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms provisions of the Certificate of DesignationsDesignation (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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable Depositary Share Redemption Price, which notice shall be accompanied by a certificate from the Corporation Company stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of DesignationsDesignation. On the Redemption Datedate of such redemption, provided that the Corporation Company shall then have paid or caused to be paid in full to the Depositary the Redemption Price redemption price per share of the Series C Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption, in accordance with and as required by the provisions of the Certificate of Designation (the “Preferred Stock Redemption Price”), the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail notice of the CorporationCompany’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary prepaid (or transmit by such other method approved by the Depositary (in its reasonable discretionanother reasonably acceptable transmission method), in either case not less than 30 40 days and not more than 60 70 days prior to the date fixed for redemption of such shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders record holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders holders as they appear on the records of the Depositary; , but neither failure to mail or transmit any such notice of redemption of Depositary Shares to one or more such Holders holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders holders shall affect the sufficiency of the proceedings for redemption as to the other Holdersholders. Each such notice shall be prepared by the Corporation Company 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 holder are to be redeemed, the number of such Depositary Shares held by such Holder holder to be so redeemed; (iii) the Depositary Share Redemption PricePrice (as defined below); (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the Depositary Share Redemption PricePrice (as defined below); and (v) that dividends in respect of on the Series C Preferred Stock represented by such underlying the Depositary Shares to be redeemed redemeed will cease to accrue on such the Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by the Depositary pro rata or by lot (as nearly as may be) or in such any other manner as consistent with the Corporation may determine rules and policies of The Nasdaq Stock Exchange determined by the Depositary in its sole discretion to be fair and equitable (which determination the Corporation will promptly notify equitable. In any case, the Depositary in writing).
(b) 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 will redeem the Series C Preferred Stock evidenced by the Depositary Shares called for redemption)only in increments of 1,000 Depositary Shares and multiples thereof.
(i) all dividends on the shares of Series C 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 Preferred Stock Redemption Price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer cease to be outstanding, (iii) outstanding and all rights of the Holders 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 terminateterminate (except the right to receive the Depositary Share Redemption Price without interest), and (iviii) 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 (the “Depositary Share Redemption Price”) equal to 1/40th 1/1,000th of the Preferred Stock Redemption Price per share of Series C Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation with respect to dividends which on the Redemption Date have been declared on the shares of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) . If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder holder of such Receipt upon its surrender to the Depositary, together with the Redemption Price for all of the Depositary Shares redeemedredemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. The foregoing shall be further subject to the terms and conditions of the Certificate of Designation. In the event of any conflict between the provisions of the Deposit Agreement and the provisions of the Certificate of Designation, the provisions of the Certificate of Designation will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein.
Appears in 1 contract
Redemption of Series C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the Redemption Datedate of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the Redemption Price redemption price of the Series C Preferred Stock to be redeemed, plus (i) other than in the case of a Regulatory Capital Treatment Event (as defined in the Certificate of Designations), an amount equal to any declared and unpaid dividends, without any accumulation of any undeclared dividends, or (ii) in the case of a Regulatory Capital Treatment Event, plus an amount equal to any declared and unpaid dividends and, without duplication, any accrued and unpaid dividends (whether or not declared) for the then current dividend period to but excluding the date fixed for redemption, in each case in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary or transmit 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 shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the their respective last addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as determined by the Corporation may determine Depositary to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)equitable.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C 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 Priceredemption 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 1/40th of the Redemption Price redemption price per share of Series C 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 in accordance with respect to dividends which on the Redemption Date have been declared on the shares provisions of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) Certificate of Designations. 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 Price for all of the Depositary Shares redeemedredemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. In any such case, we shall redeem Depositary Shares only in increments of 10 Depositary Shares and any multiple thereof.
Appears in 1 contract
Redemption of Series C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of DesignationsDesignations (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 such redemption, which shall state: (i) the date Redemption Date; (ii) the number of such proposed redemption shares of Series C Preferred Stock and to be redeemed and, if less than all the shares of Series C Preferred Stock are to be redeemed, the number of such shares of Series C Preferred Stock held by the Depositary to be so redeemed redeemed; (iii) the redemption price; and (iv) the Redemption Priceplace or places where the certificates evidencing shares of Series C Preferred Stock, which notice shall if any, are to be accompanied by a certificate from surrendered for payment of the Corporation stating that such redemption of price. In case less than all the outstanding shares of Series C Preferred Stock is are to be redeemed, the shares of Series C 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 DesignationsCorporation to be fair and equitable. On the Redemption Datedate of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series C Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the Redemption Price redemption price of the Series C Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon to the Depositary shall redeem date fixed for redemption in accordance with the number provisions of Depositary Shares representing such shares the Certificate of Series C Preferred StockDesignations. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary prepaid (or transmit by such other method approved by the Depositary (in its reasonable discretionanother reasonably acceptable transmission method), 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 C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the their respective last addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 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 C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as determined by the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)equitable.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C Preferred Stock so called for redemption Redemption shall cease to accrue from and after such datedate and all shares of Series C 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 Priceredemption price 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 1/40th of the Redemption Price redemption price per share of Series C 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 in accordance with respect to dividends which on the Redemption Date have been declared on the shares provisions of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) Certificate of Designations. 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 Price for all of the Depositary Shares redeemedredemption 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 C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of DesignationsArticles, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 45 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of DesignationsArticles. On the Redemption Datedate of such redemption, 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 C 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 shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary or transmit 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 shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the their respective last addresses of such Holders as they appear on the records of the Depositary; but provided, however, that neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue become payable on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Board of Directors of the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)equitable.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all declared but unpaid dividends on the shares of Series C Preferred Stock so called for redemption Redemption shall cease to accrue become payable 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 Priceredemption 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 1/40th one-fortieth of the Redemption Price redemption price per share of the Series C Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation with in respect to of dividends which on the Redemption Date have been declared on the shares of the Series C Preferred Stock to be so redeemed and have not therefore theretofore been paid.
(c) . 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 Price for all of the Depositary Shares redeemedredemption 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 C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable 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 shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the Redemption Datedate 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 (as such term is defined in the Certificate of Designations) of the Series C Preferred Stock to be redeemed, 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 Designations, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, mail notice Notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C 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 Depositary, or transmit (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 C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they appear on the records of the Depositaryredeemed; but neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)lot.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C 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 Priceredemption 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 1/40th one one-thousandth of the Redemption Price (as such term is defined in the Certificate of Designations) per share of Series C Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation with in respect to of dividends which on the Redemption Date have been declared on the shares of the Series C Preferred Stock to be so redeemed and have not therefore theretofore been paid.
(c) . 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 Price for all of the Depositary Shares redeemedredemption 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 C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of DesignationsArticles Supplementary, 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of DesignationsArticles Supplementary. On the Redemption Datedate of such redemption, 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 C Preferred Stock to be redeemed, plus (i) other than in the case of a Regulatory Capital Treatment Event (as defined in the Articles Supplementary), an amount equal to any declared and unpaid dividends, without any accumulation of any undeclared dividends, or (ii) in the case of a Regulatory Capital Treatment Event, an amount equal to any declared and unpaid dividends and, without duplication, any accrued and unpaid dividends (whether or not declared) for the then current dividend period to but excluding the date fixed for redemption, in each case in accordance with the provisions of the Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary or transmit 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 shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the their respective last addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as determined by the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)equitable.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C 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 1/40th of the Redemption Price redemption price per share of Series C 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 (and not previously distributed to the Holders of Depositary Shares) in accordance with respect to dividends which on the Redemption Date have been declared on the shares provisions of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) Articles Supplementary. 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 Price for all of the Depositary Shares redeemedredemption 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 C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate Statement of DesignationsDesignation, 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate Statement of DesignationsDesignation. On the Redemption Datedate of such redemption, 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 C Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends, in accordance with the provisions of the Statement of Designation, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary or transmit 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 shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the their respective last addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing representing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)lot.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C 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 1/40th of the Redemption Price redemption price per share of Series C 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 (and not previously distributed to the Holders of Depositary Shares) in accordance with respect to dividends which on the Redemption Date have been declared on the shares provisions of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) Statement of Designation. 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 Price for all of the Depositary Shares redeemedredemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. The Corporation shall be entitled to receive, from time to time, from the Depositary any interest accrued on such funds deposited with the Depositary, and the holders of any Receipts called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of two years from the applicable Redemption Date shall, to the extent permitted by law, be repaid by the Depositary to the Corporation.
Appears in 1 contract
Redemption of Series C Preferred Stock. (a) Whenever From and after July 29, 2010, each holder of Series C Preferred Stock, upon the Corporation shall be permitted and shall elect to redeem written approval of the holders of at least a majority of the shares of Series C Preferred Stock in accordance with then outstanding, may, at its option, at any time (and from time to time), require the terms Corporation to redeem all or a part of the Certificate of 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 C Preferred Stock held by such holder by delivery of a written notice requesting such redemption and of the number of such shares held by the Depositary to be so redeemed and (the “Series C Redemption PriceNotice”). Within five (5) days after the date of receipt of a Series C Redemption Notice (the “Series C Date of Receipt”), which notice shall be accompanied by a certificate from the Corporation stating that shall deliver written notice to all other holders of Preferred Stock informing each such redemption holder of (1) the receipt of such Series C Redemption Notice, (2) the Series C Date of Receipt, (3) the number of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the Redemption Date, provided that the Corporation shall then have paid or caused requested to be paid redeemed in full to the Depositary the Redemption Price of the Series C Preferred Stock to be redeemedRedemption Notice, and (4) the Depositary shall redeem the total number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and outstanding as of the proposed simultaneous redemption Series C Date of Receipt. Any such holder desiring to have any of its Series C Preferred Stock redeemed by the Corporation in accordance with the schedule below shall have until thirty (30) days after the Series C Date of Receipt (such 30 day period, the “Series C Exercise Period”) in which to notify the Corporation of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary or transmit 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 shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of which such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 holder desires the Corporation and shall state: (i) the Redemption Date; (ii) the to redeem. The total 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 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 C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing).
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C Preferred Stock which are so called for redemption shall cease requested 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 1/40th of the Redemption Price per share all holders of Series C Preferred Stock so redeemed plus all money and other property, if any, represented by are referred to herein as the “Series C Redemption Shares”. The Corporation shall redeem such Depositary Shares, including all amounts paid by shares in three equal redemptions according to the Corporation with respect to dividends which on the Redemption Date have been declared on the shares following schedule: (i) one-third of the Series C Preferred Stock Redemption Shares within thirty (30) days of the end of the Series C Exercise Period, (ii) one-third of the Series C Redemption Shares on the first anniversary of the Series C Redemption Notice; and (iii) one-third of the Series C Redemption Shares on the second anniversary of the Series C Redemption Notice (the “Series C Redemption Dates”). Subject to subsection 4.2.7(f), the Corporation shall redeem the Series C Redemption Shares at a price equal to the Series C Liquidation Preference for each such share as of the applicable Series C Redemption Date (the “Series C Redemption Price”). The Corporation shall pay for shares redeemed hereunder by delivery of cash in the amount of the Series X Redemption Price for the shares to be so redeemed and have not therefore been paidon the respective Series C Redemption Dates.
(c) 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 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 1 contract
Samples: License Agreement (Inogen Inc)
Redemption of Series C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of DesignationsCertificate, 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of DesignationsCertificate. On the Redemption Datedate of such redemption, 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 C Preferred Stock to be redeemed, 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, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail or cause to be mailed notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary or transmit 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 shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the their respective last addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either by the Depositary pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing).
(b) Notice having been mailed or transmitted determined by the Depositary as aforesaidto be equitable. In any such case, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the Series C Preferred Stock evidenced by the Depositary Shares called for redemption)will be redeemed in increments of one thousand (1,000) shares and any multiple thereof.
(i) all dividends on the shares of Series C 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 Priceredemption 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 1/40th one-one thousandth of the Redemption Price redemption price per share of Series C Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation with in respect to of dividends which on the Redemption Date have been declared on the shares of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) . 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 Price for all of the Depositary Shares redeemedredemption 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 C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of DesignationsArticles Supplementary, 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 C Preferred Stock and of Stock, the number of such shares held by the Depositary to be so redeemed redeemed, the applicable redemption price, and the Redemption Priceplace 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 shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of DesignationsArticles Supplementary. On the Redemption Datedate of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the Redemption Price redemption price of the Series C Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends, to but excluding the date fixed for redemption, in accordance with the provisions of the Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary prepaid (or transmit by such other method approved by the Depositary (in its reasonable discretionanother reasonably acceptable transmission method), 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 C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the their respective last addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)lot.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C 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 1/40th of the Redemption Price redemption price per share of Series C 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 (and not previously distributed to the Holders of Depositary Shares) in accordance with respect to dividends which on the Redemption Date have been declared on the shares provisions of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) Articles Supplementary. 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 Price for all of the Depositary Shares redeemedredemption 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 C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of DesignationsDesignations (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 such redemption, which shall state: (i) the date Redemption Date; (ii) the number of such proposed redemption shares of Series C Preferred Stock and to be redeemed and, if less than all the shares of Series C Preferred Stock are to be redeemed, the number of such shares of Series C Preferred Stock held by the Depositary to be so redeemed redeemed; (iii) the redemption price; and (iv) the Redemption Priceplace or places where the certificates evidencing shares of Series C Preferred Stock, which notice shall if any, are to be accompanied by a certificate from surrendered for payment of the Corporation stating that such redemption of price. In case less than all the outstanding shares of Series C Preferred Stock is are to be redeemed, the shares of Series C 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 DesignationsCorporation to be fair and equitable. On the Redemption Datedate of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series C Preferred Stock, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the Redemption Price redemption price of the Series C Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon, without regard to any undeclared dividends, to, but excluding, the Depositary shall redeem date fixed for redemption in accordance with the number provisions of Depositary Shares representing such shares the Certificate of Series C Preferred StockDesignations. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary prepaid (or transmit by such other method approved by the Depositary (in its reasonable discretionanother reasonably acceptable transmission method), 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 C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the their respective last addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 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 C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as determined by the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)equitable.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C Preferred Stock so called for redemption Redemption shall cease to accrue from and after such datedate and all shares of Series C 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 Priceredemption price 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 1/40th 1/100th of the Redemption Price redemption price per share of Series C 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 in accordance with respect to dividends which on the Redemption Date have been declared on the shares provisions of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) 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 Price for all of the Depositary Shares redeemedredemption 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 C Preferred Stock. (a) Whenever The Company shall have the Corporation right to redeem its Series C Preferred Stock, or any number of shares thereof, at any time by paying to the holder thereof the "Redemption Price," as defined herein. The Redemption Price shall be permitted equal to an amount based upon the formula stated below. The Redemption Price is $1.10 per share during the first year following the effective date of the Agreement. Thereafter, the Redemption Price is adjusted each year by adding to the previous Redemption Price an amount equal to (1) $0.10 per share plus (2) $0.01 per share times the difference between the number of years elapsed since the effective date of the Agreement and shall elect the number of annual dividends declared and paid in an amount of at least $0.10 per share during the first five years after the effective date, plus (3) an amount equal to redeem shares of all accrued and unpaid dividends. See the attached table for sample calculations as to such Redemption Price. The Series C Preferred Stock in accordance with has senior redemption priority over the terms Series A Preferred Stock and Series B Preferred Stock of the Certificate Company and no Series A Preferred Stock or Series B Preferred Stock may be redeemed prior to the redemption of Designationsall outstanding Series C Preferred Stock. At least thirty (30) days' previous notice by mail, it postage prepaid, 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 holders of the date of such proposed redemption of Series C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the Redemption Date, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the Redemption Price record of the Series C Preferred Stock to be redeemed, such notice to be addressed to each such shareholder at his or her address as shown on the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, mail notice records of the Corporation’s Company. On or after the date fixed for redemption of shares as stated in such notice, each holder of Series C Preferred Stock and the proposed simultaneous called for redemption of the number of Depositary Shares representing shall surrender his or her certificate evidencing such shares of to the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, Company at the respective last addresses as they appear on the records of the Depositary or transmit by such other method approved by the Depositary (place designated 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 C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 thereupon be entitled 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 place or places where Receipts evidencing such Depositary Shares are to be surrendered for receive payment of the Redemption Price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares shares represented by any such surrendered certificate are to be redeemed, the Depositary Shares to be so redeemed a new certificate shall be selected either pro rata or by lot or in issued representing the unredeemed shares. If such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing).
(b) Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation notice of redemption shall have failed to provide been duly given, and if on the date fixed for redemption the funds necessary to redeem for the Series C Preferred Stock evidenced by redemption shall be available therefor, then notwithstanding that the Depositary Shares called for redemption)
(i) all dividends on the shares of certificates evidencing any Series C Preferred Stock so called for redemption shall cease not have been surrendered, all rights with respect to accrue from and the shares so called for redemption shall forthwith after such datedate cease, (ii) except only the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights right of the Holders of Receipts evidencing such Depositary Shares (except the right holders to receive the Redemption Price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) Price thereof without interest 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 1/40th of the Redemption Price per share of Series C Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation with respect to dividends which on the Redemption Date have been declared on the shares of the Series C Preferred Stock to be so redeemed and have not therefore been paidtheir certificates therefor.
(c) 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 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 1 contract
Samples: Stock Purchase Agreement (Wasatch Education Systems Corp /Ut/)
Redemption of Series C Preferred Stock. (a) Whenever the Corporation shall be permitted and shall elect to redeem shares of Series C Preferred Stock in accordance with the terms of the Certificate of DesignationsArticles Supplementary, 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 C Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the Redemption Priceapplicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series C Preferred Stock is in accordance with the provisions of the Certificate of DesignationsArticles Supplementary. On the Redemption Datedate of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the Redemption Price redemption price of the Series C Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends, without regard to, or accumulation of, any undeclared dividends, except in the case of a redemption following a Regulatory Capital Treatment Event (as such term is defined in the Articles Supplementary), in which the Corporation will also pay the pro rated portion of dividends, whether or not declared, for the dividend period in which such redemption occurs, in each case in accordance with the provisions of the Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such shares of Series C Preferred Stock. The Depositary shall, if requested in writing and provided with all necessary information and documents, shall mail notice of the Corporation’s redemption of shares of Series C Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series C Preferred Stock to be redeemed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary or transmit 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 shares of Series C Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at the their respective last addresses of such Holders as they appear on the records of the Depositary; but neither failure to mail or transmit 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 Priceredemption price; (iv) the place or places where Receipts evidencing representing such Depositary Shares are to be surrendered for payment of the Redemption Priceredemption price; and (v) that dividends in respect of the Series C Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot or in such other manner as the Corporation may determine to be fair and equitable (which determination the Corporation will promptly notify the Depositary in writing)lot.
(b) 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 Series C Preferred Stock evidenced by the Depositary Shares called for redemption)
(i) all dividends on the shares of Series C 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 1/40th of the Redemption Price redemption price per share of Series C 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 (and not previously distributed to the Holders of Depositary Shares) in accordance with respect to dividends which on the Redemption Date have been declared on the shares provisions of the Series C Preferred Stock to be so redeemed and have not therefore been paid.
(c) Articles Supplementary. 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 Price for all of the Depositary Shares redeemedredemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
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