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

Redemption of Series E Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series E Preferred Stock in accordance with the terms of the Certificate of Amendment, 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 E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series E Preferred Stock is in accordance with the provisions of the Certificate of Amendment. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Redemption Price (as such term is defined in the Certificate of Amendment) of the Series E Preferred Stock to be redeemed, in accordance with the provisions of the Certificate of Amendment, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. Notice of the Corporation’s redemption of Series E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series E 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 and subject to Section 2.9 below, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion subject to Section 2.9 below, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed; but neither 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 dividend rights on the 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 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. For the avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as described in the foregoing paragraph, to the Record Holders of the Receipts evidencing the Depositary Shares to be redeemed.

Appears in 1 contract

Samples: Deposit Agreement (Keycorp /New/)

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Redemption of Series E Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series E Preferred Stock in accordance with the terms of the Certificate of AmendmentArticles, 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 E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series E Preferred Stock is in accordance with the provisions of the Certificate of AmendmentArticles. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Redemption Price (as such term is defined in Depositary the Certificate of Amendment) redemption price of the Series E 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 Certificate of AmendmentArticles, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. Notice The Depositary shall mail notice of the Corporation’s redemption of Series E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series E 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 and subject to Section 2.9 below, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion subject to Section 2.9 below, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption redemption, in accordance with the Articles, of such Series E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at their respective last addresses as they appear on the records of the Depositary; but 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 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 dividend rights on dividends in respect of the Series E 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 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. For the avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as described in the foregoing paragraph, to the Record Holders of the Receipts evidencing the Depositary Shares to be redeemed.

Appears in 1 contract

Samples: Deposit Agreement (Zions Bancorporation /Ut/)

Redemption of Series E Preferred Stock. Whenever the Corporation Company shall be permitted and shall elect to redeem shares of Series E Preferred Stock in accordance with the terms provisions of the Certificate of AmendmentDesignation (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 40 days and not more than 60 70 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Series E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceDepositary Share Redemption Price, which notice shall be accompanied by a certificate from the Corporation Company stating that such redemption of Series E Preferred Stock is in accordance with the provisions of the Certificate of AmendmentDesignation. On the date of such redemption, provided provided, that the Corporation Company shall then have paid or caused to be paid in full to Computershare the Redemption Price (as such term is defined in Depositary the Certificate redemption price per share of Amendment) of the Series E 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 AmendmentDesignation (the “Preferred Stock Redemption Price”), the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. Notice The Depositary shall mail notice of the CorporationCompany’s redemption of Series E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series E Preferred Stock to be redeemed shall be (1) mailed by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), at the respective last addresses as they appear on the records of the Depositary and subject to Section 2.9 below, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion subject to Section 2.9 below, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series E 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; 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 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 redemption priceDepositary Share Redemption Price (as defined below); (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption priceDepositary Share Redemption Price; and (v) that dividend rights dividends on the Series E Preferred Stock underlying the Depositary 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 by the Depositary pro rata or by lot (as nearly as may be) or in such any other manner as consistent with the Board rules and policies of Directors of any securities exchange upon which the Corporation Series E Preferred Stock or any duly authorized committee of the Board of Directors of Depositary Shares may be listed determined by the Corporation may determine Depositary in its sole discretion to be fair and equitable. For the avoidance of doubtIn any case, the Depositary shall give or cause to be given the notice of redemption, as described in the foregoing paragraph, to the Record Holders of the Receipts evidencing the will redeem Depositary Shares to be redeemedonly in increments of 1,000 Depositary Shares and multiples thereof.

Appears in 1 contract

Samples: Deposit Agreement (Northern Trust Corp)

Redemption of Series E Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series E Preferred Stock in accordance with the terms of the Certificate Articles of Amendment, 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 E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series E Preferred Stock is in accordance with the provisions of the Certificate Articles of Amendment. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the Redemption Price (as such term is defined in the Certificate Articles of Amendment) of the Series E Preferred Stock to be redeemed, in accordance with the provisions of the Certificate of Amendment, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. Notice of the Corporation’s redemption of Series E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series E Preferred Stock to be redeemed shall be be: (1) mailed by first-class mail, postage prepaid, at the respective last addresses as they appear on the records of the Depositary and subject to Section 2.9 below, Depositary; or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion subject to Section 2.9 belowdiscretion, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed; but neither 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 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 dividend rights on the 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. For the avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as described in the foregoing paragraph, to the Record Holders of the Receipts evidencing the Depositary Shares to be redeemed. 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 E Preferred Stock evidenced by the Depositary Shares called for redemption): (i) dividend rights on the shares of Series E 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, 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 1/4,000th of the Redemption Price per share of Series E Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series E Preferred Stock to be so redeemed and have not therefore been paid. 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 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

Samples: Deposit Agreement (State Street Corp)

Redemption of Series E Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series E Preferred Stock in accordance with the terms of the Certificate of AmendmentDesignations, 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 E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceRedemption Price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series E Preferred Stock is in accordance with the provisions of the Certificate of AmendmentDesignations. On the date of such redemptionapplicable Redemption Date, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the Redemption Price (as such term is defined in the Certificate of Amendment) of the Series E Preferred Stock to be redeemed, in accordance with the provisions of the Certificate of Amendment, the Depositary shall redeem the number of Depositary Shares representing such shares of Series E Preferred Stock. Notice 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 E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series E 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 and subject to Section 2.9 below, or (2) transmitted transmit by such other method approved by the Depositary, Depositary (in its reasonable discretion subject to Section 2.9 belowdiscretion), 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 E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at the addresses of such Holders as they appear on the records of the Depositary; but neither 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 priceapplicable Redemption Price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividend rights on dividends in respect of the Series E 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 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. For equitable (which determination the avoidance of doubt, Corporation will promptly notify the Depositary shall give or cause to be given the notice of redemption, as described in the foregoing paragraph, to the Record Holders of the Receipts evidencing the Depositary Shares to be redeemedwriting).

Appears in 1 contract

Samples: Deposit Agreement (Webster Financial Corp)

Redemption of Series E Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series E Preferred Stock in accordance with the terms of the Certificate of AmendmentArticles 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 E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series E Preferred Stock is in accordance with the provisions of the Certificate of AmendmentArticles Supplementary. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Redemption Price (as such term is defined in the Certificate of Amendment) redemption price of the Series E 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 Certificate of AmendmentArticles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. Notice The Depositary shall mail notice of the Corporation’s redemption of Series E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series E 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 and subject to Section 2.9 below, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion subject to Section 2.9 below, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at their respective last addresses as they appear on the records of the Depositary; but neither 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 representing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividend rights on dividends in respect of the Series E 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 lot. Notice having been mailed 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 E Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series E Preferred Stock so called for Redemption shall cease to accrue from and after such other manner as date, (ii) the Board of Directors Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Corporation or any duly authorized committee Holders of Receipts evidencing such Depositary Shares (except the Board of Directors of right to receive the Corporation may determine to be fair and equitable. For the avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as amounts described in the foregoing clause (iv) of this paragraph) shall, to the Record Holders 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 1/100th of the redemption price per share of Series E 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 the provisions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to be redeemedthe Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Appears in 1 contract

Samples: Deposit Agreement (Huntington Bancshares Inc/Md)

Redemption of Series E Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series E Preferred Stock in accordance with the terms of the Certificate of AmendmentDesignations, 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 E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceRedemption Price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of shares of Series E Preferred Stock is in accordance with the provisions of the Certificate of AmendmentDesignations. On the date of such redemptionapplicable Redemption Date, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the Redemption Price (as such term is defined in the Certificate of Amendment) of the Series E Preferred Stock to be redeemed, in accordance with the provisions of the Certificate of Amendment, the Depositary shall redeem the number of Depositary Shares representing such shares of Series E Preferred Stock. Notice 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 E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series E 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 and subject to Section 2.9 below, or (2) transmitted transmit by such other method approved by the Depositary, Depositary (in its reasonable discretion subject to Section 2.9 belowdiscretion), 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 E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at the addresses of such Holders as they appear on the records of the Depositary; but neither 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 priceapplicable Redemption Price; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividend rights on dividends in respect of the Series E 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 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. For equitable and permitted by DTC and the avoidance rules of doubt, any national securities exchange on which the Series E Preferred Stock is listed (which determination the Corporation will promptly notify the Depositary in writing). Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall give or cause have failed to provide the funds necessary to redeem the Series E Preferred Stock evidenced by the Depositary Shares called for redemption) (i) all dividends on the shares of Series E 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 given outstanding, (iii) all rights of the notice Holders of redemption, as described in Receipts evidencing such Depositary Shares (except the foregoing paragraphright to receive the applicable Redemption Price) shall, to the Record Holders 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 1/400th of the redemption price per share of Series E Preferred Stock so redeemed, plus 1/400th of the per share amount of any declared and unpaid dividends, without accumulation of any undeclared dividends, on the Series E Preferred Stock to, but excluding, the Redemption Date. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to be the Holder of such Receipt upon its surrender to the Depositary, together with the applicable 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: Deposit Agreement (Heartland Financial Usa Inc)

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Redemption of Series E Preferred Stock. Whenever the Corporation (or, if applicable, an acquiring entity in the event of a Change of Ownership or Control) shall be permitted and shall elect to redeem shares of Series E Preferred Stock in accordance with the terms of the Certificate of AmendmentDesignations, 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 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date (as defined below)Call Date, notice of the date of such proposed redemption of deposited shares of Series E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption priceRedemption Price, which notice shall be accompanied by a certificate from the Corporation (or, if applicable, an acquiring entity in the event of a Change of Ownership or Control) stating that such redemption of deposited shares of Series E Preferred Stock is in accordance with the provisions of the Certificate of AmendmentDesignations. On the date of such redemptionCall Date, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the Redemption Price (as such term is defined in the Certificate of Amendment) of the deposited shares of Series E Preferred Stock to be redeemed, in accordance with the provisions of the Certificate of Amendment, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. Notice of redemption by the Corporation’s redemption Corporation (or, if applicable, an acquiring entity in the event of a Change of Ownership or Control) of shares of Series E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the shares of Series E 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 and subject to Section 2.9 belowDepositary, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion subject to Section 2.9 belowdiscretion, in either case not less than 30 days and not thirty (30) nor more than 60 sixty (60) days prior to the date fixed for redemption of such Series E Preferred Stock and Depositary Shares (the “Redemption Call Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed; but neither the 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 (or, if applicable, an acquiring entity in the event of a Change of Ownership or Control) and shall state: (i) the Redemption Call 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 dividend rights on the Depositary Shares to be redeemed will cease to accrue on the Call Date (unless the Corporation (or, if applicable, an acquiring entity in the event of a Change of Ownership or Control), shall fail to make available an amount of cash necessary to effect such Redemption Dateredemption); and (vi) any other information required by law or by the applicable rules of any national securities exchange upon which the Depositary Shares may be listed or admitted for trading. 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 from Depositary Shares not previously called for redemption by lot or in such pro rata (as nearly as may be) or by any other manner as the Board of Directors of method determined by the Corporation or any duly authorized committee of the Board of Directors of the Corporation may determine in its sole discretion to be fair and equitable. For the avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as described in the foregoing paragraph, to the Record Holders of the Receipts evidencing the Depositary Shares to be redeemed. Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Call Date (unless the Corporation (or, if applicable, an acquiring entity in the event of a Change of Ownership or Control) shall have failed to provide the funds necessary to redeem the shares of Series E Preferred Stock evidenced by the Depositary Shares called for redemption): (i) dividends on the shares of Series E Preferred Stock so called for redemption shall cease to accrue from and after the Call Date, (ii) the Depositary Shares being redeemed from such proceeds shall no longer be deemed to be outstanding and (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the Redemption Price, without interest thereon ) 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 1/1,000th of the Redemption Price per share of Series E Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares. Subject to applicable escheat laws, any funds deposited by the Corporation (or, if applicable, an acquiring entity in the event of a Change of Ownership or Control) with the Depositary for the redemption of Depositary Shares which remains unclaimed by the Holders thereof at the end of six (6) months from the Call Date will be returned to the Corporation (or, if applicable, an acquiring entity in the event of a Change of Ownership or Control), after which reversion the Holders of such Depositary Shares shall look only to the general funds of the Corporation (or, if applicable, an acquiring entity in the event of a Change of Ownership or Control) for the payment of such Redemption Price. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share. Rather, the Corporation, at its election, shall cause the Depositary to pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the redemption price per Depositary Share, or round up to the next whole Depositary Share.

Appears in 1 contract

Samples: Deposit Agreement (Magnum Hunter Resources Corp)

Redemption of Series E Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series E Preferred Stock in accordance with the terms of the Certificate of AmendmentArticles 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 E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series E Preferred Stock is in accordance with the provisions of the Certificate of AmendmentArticles Supplementary. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Redemption Price (as such term is defined in the Certificate of Amendment) redemption price of the Series E 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 Certificate of AmendmentArticles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. Notice The Depositary shall mail notice of the Corporation’s redemption of Series E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series E 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 and subject to Section 2.9 below, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion subject to Section 2.9 below, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemedredeemed at their respective last addresses as they appear on the records of the Depositary; but neither 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 dividend rights on dividends in respect of the Series E 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 lot. Notice having been mailed 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 E Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series E Preferred Stock so called for Redemption shall cease to accrue from and after such other manner as date, (ii) the Board of Directors Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Corporation or any duly authorized committee Holders of Receipts evidencing such Depositary Shares (except the Board of Directors of right to receive the Corporation may determine to be fair and equitable. For the avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as amounts described in the foregoing clause (iv) of this paragraph) shall, to the Record Holders 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 E 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 the provisions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to be redeemedthe Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Appears in 1 contract

Samples: Deposit Agreement (Banc of California, Inc.)

Redemption of Series E Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series E Preferred Stock in accordance with the terms of the Certificate Articles of Amendment, 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 E Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Series E Preferred Stock is in accordance with the provisions of the Certificate Articles of Amendment. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to Computershare the Depositary the Redemption Price (as such term is defined in the Certificate Articles of Amendment) of the Series E Preferred Stock to be redeemed, in accordance with the provisions of the Certificate Articles of Amendment, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. Notice of the Corporation’s redemption of Series E Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series E 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 and subject to Section 2.9 belowDepositary, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion subject to Section 2.9 belowdiscretion, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed; but neither 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 dividend rights on dividends in respect of the Series E 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 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. For the avoidance Table of doubt, Contents Notice having been mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Corporation shall give or cause have failed to provide the funds necessary to redeem the Series E Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividends on the shares of Series E 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 given outstanding, (iii) all rights of the notice Holders of redemption, as described in Receipts evidencing such Depositary Shares (except the foregoing paragraphright to receive the redemption price) shall, to the Record Holders extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one-one thousandth of the Redemption Price (as such term is defined in the Articles of Amendment) per share of Series E Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series E Preferred Stock to be so redeemed and have not theretofore been paid. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to be redeemedthe Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Appears in 1 contract

Samples: Deposit Agreement (Bb&t Corp)

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