Common use of Redemption of Series C Preferred Stock Clause in Contracts

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).

Appears in 3 contracts

Samples: Deposit Agreement (Sterling Bancorp), Deposit Agreement (New York Community Bancorp Inc), Deposit Agreement (Astoria Financial Corp)

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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.

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 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.

Appears in 1 contract

Samples: Deposit Agreement (Triumph Bancorp, 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 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)the foregoing paragraph, to the Record Holders of the Receipts evidencing the Depositary Shares to be redeemed.

Appears in 1 contract

Samples: Deposit Agreement (State Street Corp)

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 will redeem Depositary Shares only in writing)increments of 1,000 Depositary Shares and multiples thereof.

Appears in 1 contract

Samples: Deposit Agreement (Northern Trust Corp)

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 which such holder desires the Corporation to redeem. The total number of shares of Series C Preferred Stock which are so requested to be redeemed by all holders of Series C Preferred Stock are referred to herein as the “Series C Redemption Shares”. The Corporation shall redeem such shares in three equal redemptions according to the following schedule: (i) one-third of the Series C 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 Depositary (iii) one-third of the Series C Redemption Shares on the second anniversary of the Series C Redemption Notice (the “Series C Redemption DateDates”). Subject to subsection 4.2.7(f), the Corporation shall redeem the Series C Redemption Shares at a price equal to the Record Holders Series C Liquidation Preference for each such share as of the Receipts evidencing applicable Series C Redemption Date (the Depositary Shares “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 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 respective 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)Dates.

Appears in 1 contract

Samples: Investor Rights 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 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.

Appears in 1 contract

Samples: Deposit Agreement (Lincoln National 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 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.

Appears in 1 contract

Samples: Deposit Agreement (Huntington Bancshares Inc/Md)

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.

Appears in 1 contract

Samples: Deposit Agreement (City National 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 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.

Appears in 1 contract

Samples: Deposit Agreement (Capital One Financial Corp)

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 notice of redemption shall have been duly given, and if on the Corporation may determine date fixed for redemption the funds necessary for the redemption shall be available therefor, then notwithstanding that the certificates evidencing any Series C Preferred Stock so called for redemption shall not have been surrendered, all rights with respect to be fair and equitable (which determination the Corporation will promptly notify shares so called for redemption shall forthwith after such date cease, except only the Depositary in writing)right of the holders to receive the Redemption Price thereof without interest upon surrender of their certificates therefor.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wasatch Education Systems Corp /Ut/)

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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.

Appears in 1 contract

Samples: Deposit Agreement (TCF 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 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.

Appears in 1 contract

Samples: Deposit Agreement (Discover Financial Services)

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.

Appears in 1 contract

Samples: Deposit Agreement (First Pactrust Bancorp 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 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.

Appears in 1 contract

Samples: Deposit Agreement (Stifel 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 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.

Appears in 1 contract

Samples: Deposit Agreement (Mb Financial Inc /Md)

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 determined by the Corporation may determine Depositary to be fair and equitable (which determination the Corporation will promptly notify equitable. In any such case, the Depositary Shares will be redeemed in writing)increments of one thousand (1,000) shares and any multiple thereof.

Appears in 1 contract

Samples: Deposit Agreement (Sovereign Bancorp 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 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.

Appears in 1 contract

Samples: Deposit Agreement (Zions Bancorporation /Ut/)

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