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 Articles 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 Articles 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 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 Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. 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 by first-class mail, postage prepaid, 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 at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail 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 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. 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 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 amounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th of the redemption price 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 the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 1 contract
Redemption of Series 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 Articles SupplementaryCertificate 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 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 Articles SupplementaryCertificate of Designations. 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 redemption price Depositary the 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 Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such shares of Series E Preferred Stock. The Depositary shall 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 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 E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last 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 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. Notice having been mailed 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 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) in writing).
(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 outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts described in clause (iv) of this paragraphapplicable Redemption Price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th 1/1000th 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 with respect of to dividends (and not previously distributed to which on the Holders of Depositary Shares) in accordance with Redemption Date have been declared on the provisions shares of the Articles SupplementarySeries E Preferred Stock to be so redeemed and have not therefore been paid. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption paymentapplicable Redemption Price for all of the Depositary Shares redeemed, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 1 contract
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 Articles Supplementaryof 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 Articles Supplementaryof 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 Depositary the Redemption Price (as such term is defined in the Articles of Amendment) 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 Articles Supplementaryof Amendment, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. The Depositary shall mail notice 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, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses 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 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 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 lotlot 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. Table of Contents 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) 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 outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts described in clause (iv) of this paragraphredemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th one-one thousandth of the redemption price Redemption Price (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 previously distributed to the Holders of Depositary Shares) in accordance with the provisions of the Articles Supplementarytheretofore been paid. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 1 contract
Samples: Deposit Agreement (Bb&t 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 Articles SupplementaryArticles, 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 Articles SupplementaryArticles. 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 of the Series E Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends, dividends thereon (without regard to, or accumulation of, of any undeclared dividends, ) to but excluding the date fixed for redemption, in accordance with the provisions of the Articles SupplementaryArticles, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. 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 by first-class mail, postage prepaid, 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 redeemed at their respective last addresses as they appear on the records of the Depositary; but provided, however, that neither failure to mail 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 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. Notice having been mailed by lot or in such other manner as the Depositary as aforesaid, from and after the Redemption Date (unless Board of Directors of the Corporation shall have failed or any duly authorized committee of the Board of Directors of the Corporation may determine to provide the funds necessary to redeem the Series E Preferred Stock evidenced by the Depositary Shares called for redemption) be fair and equitable.
(i) declared but unpaid 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 outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts described in clause (iv) of this paragraphredemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th one-fortieth of the redemption price per share of the 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 previously distributed to the Holders of Depositary Shares) in accordance with the provisions of the Articles Supplementarytheretofore been paid. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 1 contract
Redemption of Series 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 Articles SupplementaryCertificate 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 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 Articles SupplementaryCertificate of Designations. 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 redemption price Depositary the Redemption Price of the deposited shares of 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 Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. The Depositary shall mail notice 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, or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 days and not 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 at their respective last addresses as they appear on the records of the Depositaryredeemed; 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 dividends in respect of dividend rights on the Series E Preferred Stock represented by such 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 from Depositary Shares not previously called for redemption by lot or pro rata (as nearly as may be) or by lotany other method determined by the Corporation 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 Redemption 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 redemption shall cease to accrue from and after such datethe Call Date, (ii) the Depositary Shares being redeemed from such proceeds shall no longer be deemed no longer to be outstanding, outstanding and (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts described in clause (iv) of this paragraphRedemption 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 1/40th 1/1,000th of the redemption price 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, including all amounts paid any funds deposited by the Corporation (or, if applicable, an acquiring entity in respect the event of dividends 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 (and not previously distributed 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) in accordance with Shares shall look only to the provisions general funds of the Articles SupplementaryCorporation (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.
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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 Articles SupplementaryCertificate of Designation (including on account of a Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 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 Articles SupplementaryCertificate of Designation. 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 Depositary the redemption price per share 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, dividends thereon to but excluding the date fixed for redemption, in accordance with and as required by the provisions of the Articles SupplementaryCertificate of Designation (the “Preferred Stock Redemption Price”), the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. 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 by first-class mail, postage prepaidprepaid (or another reasonably acceptable transmission method), 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 at their respective last the addresses of such holders as they appear on the records of the Depositary; , but neither failure to mail 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 dividends in respect of on the Series E Preferred Stock represented by such 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 pro rata or by lot. Notice having been mailed by the Depositary pro rata (as aforesaid, from nearly as may be) or in any other manner consistent with the rules and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem policies of any securities exchange upon which the Series E Preferred Stock evidenced or the Depositary Shares may be listed determined by the Depositary in its sole discretion to be fair and equitable. In any case, the Depositary will redeem Depositary Shares called for redemption) only in increments of 1,000 Depositary Shares and multiples thereof.
(i) dividends on the all shares of Series E Preferred Stock so called for Redemption redemption shall cease to accrue from be outstanding and after any rights with respect to such dateshares shall cease and terminate (except for the right to receive the Preferred Stock Redemption Price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer cease to be outstanding, (iii) outstanding and all rights of the Holders holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminateterminate (except the right to receive the Depositary Share Redemption Price without interest), and (iviii) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share (the “Depositary Share Redemption Price”) equal to 1/40th 1/1,000th of the redemption price Preferred Stock 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 the Holder 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. The foregoing shall be further subject to the terms and conditions of the Certificate of Designation. In the event of any conflict between the provisions of the Deposit Agreement and the provisions of the Certificate of Designation, the provisions of the Certificate of Designation will govern and the Company will instruct the Depositary, as applicable, in writing accordingly of such governing terms; provided, however, that under no circumstances will the Certificate of Designation be deemed to change or modify any of the rights, duties or immunities of the Depositary contained herein.
Appears in 1 contract
Redemption of Series 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 Articles Supplementaryof 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 Articles Supplementaryof 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 Depositary the Redemption Price (as such term is defined in the Articles of Amendment) 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 Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. The Depositary shall mail notice 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; or (2) transmitted by such other method approved by the Depositary, in its reasonable discretion, in either case not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Series E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses 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 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 dividend rights on the Series E 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 lotlot 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) dividends 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 amounts described Redemption Price, as such term is defined in clause (iv) the Articles of this paragraphAmendment) shall, to the extent of such Depositary Shares, cease and terminate, ; and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th 1/4,000th of the redemption price 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 previously distributed 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 Holders Corporation after a period of Depositary Shares) in accordance with three years from the provisions of the Articles Supplementarydate 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
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 Articles SupplementaryCertificate 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 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 Articles SupplementaryCertificate of Designations. 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 redemption price Depositary the 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 Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such shares of Series E Preferred Stock. The Depositary shall 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 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 E Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last 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 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 lotlot or in such other manner as the Corporation may determine to be fair and equitable and permitted by DTC and the rules of 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 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 outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts described in clause (iv) of this paragraphapplicable Redemption Price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th 1/400th of the redemption price per share of Series E Preferred Stock so redeemed 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 1/400th of the Articles Supplementaryper 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 the Holder of such Receipt upon its surrender to the Depositary, together with the redemption paymentapplicable Redemption Price for all of the Depositary Shares redeemed, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 1 contract
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 Articles 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 A redemption of Series E Preferred Stock and solely for cash will be treated under Section 302 of the number Code as a distribution that is taxable as dividend income (to the extent of such shares held our current and accumulated earnings and profits), unless the redemption satisfies an exception found in Section 302(b) of the Code, which would cause the redemption to be treated as a sale of stock (in which case the redemption will be treated in the same manner as a disposition described in the accompanying prospectus under “Material U.S. Federal Income Tax Considerations—Taxation of Taxable U.S. Stockholders— Dispositions” or “—Taxation of Non-U.S. Stockholders—Dispositions,” as applicable). Section 302(b) of the Code includes the following three exceptions, which are applicable if the redemption: (1) is “substantially disproportionate” with respect to the stockholder’s interest in our stock; (2) results in a “complete termination” of the stockholder’s interest in all classes of our stock; or (3) is “not essentially equivalent to a dividend” with respect to the stockholder. In determining whether any of these exceptions are applicable, stock considered to be owned by the Depositary stockholder by reason of certain constructive ownership rules set forth in the Code, as well as stock actually owned, generally must be taken into account. Because the determination as to whether any of the three alternative exceptions included in Section 302(b) of the Code described above will be so redeemed and the applicable redemption price, which notice shall be accompanied by satisfied with respect to a certificate from the Corporation stating that such particular redemption of Series E Preferred Stock is in accordance with depends upon the provisions of the Articles Supplementaryfacts and circumstances, prospective investors are urged to consult their tax advisors to determine such tax treatment. 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 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 Articles Supplementary, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. The Depositary shall mail notice of the Corporation’s If a redemption of Series E Preferred Stock and the proposed simultaneous redemption for cash does not qualify for any of the number exceptions described above, the redemption proceeds will be treated as a distribution, the consequences of Depositary Shares representing which are described in the accompanying prospectus under “Material U.S. Federal Income Tax Considerations—Taxation of Taxable U.S. Stockholders—Distributions” or “—Taxation of Non-U.S. Stockholders—Distributions,” as applicable. Additionally, a stockholder may lose the benefit of the adjusted tax basis in the Series E Preferred Stock that has been redeemed. We urge prospective investors to be redeemed by firstconsult their own tax advisors to determine the impact of any lost adjusted tax basis. The discussion set forth above in the immediately preceding paragraph generally applies tonon-class mail, postage prepaid, not less than 30 days and not more than 60 days prior U.S. stockholders with respect to the date fixed for redemption redemptions of such Series E Preferred Stock and Depositary Shares (Stock, except that a non-U.S. stockholder generally will not be subject to federal income tax or withholding tax on gain recognized upon the “Redemption Date”)sale or other taxable disposition of Series E Preferred Stock, to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail 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 stateprovided that: (i) such gain is not effectively connected with the Redemption Dateconduct by such non-U.S. stockholder of a trade or business within the U.S.; (ii) the number of Depositary Shares to be redeemed and, if less than all non-U.S. stockholder is an individual and is not present in the Depositary Shares held by any such Holder are to be redeemed, U.S. for 183 days or more during the number of such Depositary Shares held by such Holder to be so redeemedtaxable year and certain other conditions apply; and (iii) we are “domestically controlled.” For additional information, see “—FIRPTA Considerations” below and the redemption price; discussion under the caption “Material U.S. Federal Income Tax Considerations—Taxation of Non-U.S. Stockholders—Dispositions” in the accompanying prospectus. As discussed in the accompanying prospectus, for any year in which we qualify as a REIT, anon-U.S. stockholder may incur tax on distributions that are attributable to gain from our sale or exchange of a United States Real Property Interest (iv) “USRPI”), under the place or places where Receipts evidencing Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”). If a class of our stock is regularly traded on an established securities market in the United States (any such Depositary Shares are class of our stock referred to be surrendered for payment of the redemption price; and (v) that dividends as a “publicly traded class”), however, capital gain distributions to a non-U.S. stockholder in respect of stock of such publicly traded class that are attributable to our sale of real property will be treated as ordinary dividends rather than as gain from the sale of a USRPI, as long as such non-U.S. stockholder did not own more than 10% of the outstanding stock of such publicly traded class at any time during the one-year period preceding the distribution. As a result,non-U.S. stockholders owning 10% or less of the outstanding stock of such publicly traded class generally would be subject to withholding tax on such capital gain distributions in the same manner as they are subject to withholding tax on other distributions. We do not plan to list our Series E Preferred Stock represented by such Depositary Shares on any national securities exchange prior to be redeemed will cease the termination or completion of the offering and, consequently, we are unable to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemedpredict when, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot. Notice having been mailed by the Depositary as aforesaidif ever, from and after the Redemption Date (unless the Corporation shall have failed to provide the funds necessary to redeem the our Series E Preferred Stock evidenced by will be regularly traded on an established securities market in the Depositary Shares called for redemption) (i) dividends United States. As discussed in the accompanying prospectus, non-U.S. stockholders may incur tax under FIRPTA with respect to gain realized on a disposition of our stock since our stock will constitute a USRPI unless an applicable exception applies. Non-U.S. stockholders generally will not incur tax under FIRPTA with respect to gain on a sale of our stock, however, as long as, at all times during a specified testing period, we are domestically controlled, i.e., non-U.S. persons hold, directly or indirectly, less than 50% in value of our outstanding stock. We cannot assure you that we will be domestically controlled. In addition, even if we are not domestically controlled, a non-U.S. stockholder that owned, actually or constructively, 10% or less of the shares outstanding stock of a publicly traded class at all times during a specified testing period will not incur tax under FIRPTA on gain from a sale of such stock. We do not plan to list our Series E Preferred Stock so called for Redemption shall cease on any national securities exchange prior 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 termination or completion of the Holders of Receipts evidencing such Depositary Shares (except the right offering and, consequently, we are unable to receive the amounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transferpredict when, if the Depositary or applicable law shall so require)ever, 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 our Series E Preferred Stock so redeemed plus all money will be regularly traded on an established securities market in the United States. Even if we are not domestically controlled and other propertyeven if our Series E Preferred Stock is not a publicly traded class, anon-U.S. stockholder will not incur tax under FIRPTA on gain from a sale of our Series E Preferred Stock if any(1) at least one class of our stock is treated as being regularly traded under applicable Treasury Regulations on an established securities market and (2) the non-U.S. stockholder owned, represented by such Depositary Sharesactually or constructively, including all amounts paid by the Corporation in respect an amount of dividends (and not previously distributed to the Holders our stock with a fair market value of Depositary Shares) in accordance 5% or less of our publicly traded class with the provisions of lowest fair market value at all times during a specified testing period. As noted in the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by a Receipt accompanying prospectus, we believe that our common stock, Series B Preferred Stock and Series D Preferred Stock 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 redemptionregularly traded on an established securities market.
Appears in 1 contract
Samples: Dealer Manager Agreement
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 Articles SupplementaryCertificate 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 Articles SupplementaryCertificate 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 Redemption Price (as such term is defined in the Certificate of Amendment) 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 Articles SupplementaryCertificate of Amendment, the Depositary shall redeem the number of Depositary Shares representing such Series E Preferred Stock. The Depositary shall mail notice 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 at their respective last addresses 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 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 dividend rights on 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 lotlot 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. Notice having been mailed by For the avoidance of doubt, the Depositary shall give or cause to be given the notice of redemption, as aforesaiddescribed in the foregoing paragraph, from and after to the Redemption Date (unless Record Holders of the Corporation shall have failed to provide the funds necessary to redeem the Series E Preferred Stock evidenced by Receipts evidencing the Depositary Shares called for redemption) to be redeemed.
(i) dividends dividend rights on the shares of Series E Preferred Stock so called for Redemption redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the amounts described Redemption Price, as such term is defined in clause (iv) the Articles of this paragraphAmendment) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th of the redemption price Redemption Price (as such term is defined in the Certificate 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 previously distributed theretofore been paid, in all cases without interest on such amounts. 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 Holders Corporation after a period of Depositary Shares) in accordance with three years from the provisions of the Articles Supplementarydate 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 (Keycorp /New/)
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 Articles 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 Articles 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 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 except in the date fixed 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 redemptionthe 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 Series E Preferred Stock. 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 by first-class mail, postage prepaid, 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 at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail 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 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. 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 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 amounts described in clause (iv) of this paragraph) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th 1/100th 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 the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.
Appears in 1 contract
