Redemption of Series F Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series F 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 F 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 F 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 F 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 F Preferred Stock. Notice of the Corporation’s redemption of Series F Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series F 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 F 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. 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 F Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividend rights on the shares of Series F 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 1/40th of the Redemption Price (as such term is defined in the Certificate of Amendment) per share of Series F 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 F Preferred Stock to be so redeemed and have not 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 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 (Keycorp /New/)
Redemption of Series F Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series F 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 5 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 F 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 F 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 F 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 F Preferred Stock. Notice The Depositary shall mail notice of the Corporation’s redemption of Series F Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series F 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 5 days and not more than 60 days prior to the date fixed for redemption of such Series F 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 F 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 redeemedlot. 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 F Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividend rights dividends on the shares of Series F Preferred Stock so called for redemption Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the Redemption Price, as such term is defined amounts described in the Articles clause (iv) of Amendmentthis 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 (as such term is defined in the Certificate of Amendment) redemption price per share of Series F Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on (and not previously distributed to the Redemption Date have been declared on the shares Holders of Series F Preferred Stock to be so redeemed and have not theretofore been paid, Depositary Shares) in all cases without interest on such amounts. Any funds deposited by the Corporation accordance with the Depositary for any Depositary Shares that provisions of 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 depositedArticles 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; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share.
Appears in 1 contract
Redemption of Series F Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series F 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 F 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 F 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 F 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 F Preferred Stock. Notice of the Corporation’s redemption of Series F Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series F 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 F 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 F 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. 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 F Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividend rights dividends on the shares of Series F Preferred Stock so called for redemption Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the Redemption Price, as such term is defined in the Articles of Amendmentredemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th one-one thousandth of the Redemption Price (as such term is defined in the Certificate Articles of Amendment) per share of Series F 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 F Preferred Stock to be so redeemed and have not 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 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 (Bb&t Corp)
Redemption of Series F Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series F 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 F 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 F 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 F 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 F 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 F Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing such shares of the Series F 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 F 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 F 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). 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 F Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividend rights all dividends on the shares of Series F 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 applicable Redemption Price, as such term is defined in the Articles of Amendment) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th 1/1000th of the Redemption Price (as such term is defined in the Certificate of Amendment) redemption price per share of Series F 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 which on the Redemption Date have been declared on the shares of the Series F Preferred Stock to be so redeemed and have not theretofore therefore 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 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 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; provided, however, that the Depositary shall not issue any Receipt evidencing a fractional Depositary Share.
Appears in 1 contract
Redemption of Series F Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series F 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 F 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 F 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 F 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 F Preferred Stock. Notice of the Corporation’s redemption of Series F Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series F 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 F 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 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 F Preferred Stock evidenced by the Depositary Shares called for redemption) ): (i) dividend rights on the shares of Series F 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 1/40th 1/100th of the Redemption Price (as such term is defined in the Certificate of Amendment) per share of Series F 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 F Preferred Stock to be so redeemed and have not theretofore therefor 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 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
Redemption of Series F Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series F Preferred Stock in accordance with the terms of the Certificate of AmendmentCertificate, 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 F 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 F Preferred Stock is in accordance with the provisions of the Certificate of AmendmentCertificate. 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 F Preferred Stock to be redeemed, (i) plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption, or (ii) in the case of a Regulatory Capital Treatment Event (as defined in the Certificate) plus any declared and unpaid dividends and any accrued and unpaid dividends thereon, in each case in accordance with the provisions of the Certificate of AmendmentCertificate, the Depositary shall redeem the number of Depositary Shares representing such Series F Preferred Stock. Notice The Depositary shall mail notice of the Corporation’s redemption of Series F Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series F 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 F 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 F 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. 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 F Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividend rights dividends on the shares of Series F Preferred Stock so called for redemption Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the Redemption Price, as such term is defined in the Articles of Amendmentredemption price) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th one-one thousandth of the Redemption Price (as such term is defined in the Certificate of Amendment) redemption price per share of Series F 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 F Preferred Stock to be so redeemed and have not theretofore therefore 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 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 (Us Bancorp \De\)
Redemption of Series F Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series F 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 F 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 F 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 F 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 F Preferred Stock. Notice The Depositary shall mail notice of the Corporation’s redemption of Series F Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series F 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 F 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 F 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. 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 F Preferred Stock evidenced by the Depositary Shares called for redemption) .
(i) dividend rights declared but unpaid dividends on the shares of Series F Preferred Stock so called for redemption Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the Redemption Price, as such term is defined in the Articles of Amendmentredemption 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 (as such term is defined in the Certificate of Amendment) redemption price per share of the Series F 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 F Preferred Stock to be so redeemed and have not 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 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
Redemption of Series F Preferred Stock. Whenever the Corporation shall be permitted and shall elect to redeem shares of Series F Preferred Stock in accordance with the terms of the Certificate of AmendmentDesignations (including on account of a Regulatory Capital Treatment Event, as described therein), it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 30 days and not more than 60 days prior to the Redemption Date (as defined below), notice of such redemption, which shall state: (i) the date Redemption Date; (ii) the number of such proposed redemption shares of Series F Preferred Stock and to be redeemed and, if less than all the shares of Series F Preferred Stock are to be redeemed, the number of such shares of Series F Preferred Stock held by the Depositary to be so redeemed and redeemed; (iii) the applicable redemption price; and (iv) the place or places where the certificates evidencing shares of Series F Preferred Stock, which notice shall if any, are to be accompanied by a certificate from surrendered for payment of the Corporation stating that such redemption price. In case less than all the outstanding shares of Series F Preferred Stock is are to be redeemed, the shares of Series F Preferred Stock to be so redeemed shall be selected either pro rata or by lot or in accordance with such other manner determined by the provisions of the Certificate of AmendmentCorporation to be fair and equitable. On the date of such redemption, the Depositary shall redeem the number of Depositary Shares representing such Series F Preferred Stock, 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 F Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends thereon to the date fixed for redemption in accordance with the provisions of the Certificate of Amendment, the Designations. The Depositary shall redeem the number of Depositary Shares representing such Series F Preferred Stock. Notice mail notice of the Corporation’s redemption of Series F Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Series F 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 F 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 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 determined by 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 F Preferred Stock evidenced by the Depositary Shares called for redemption) (i) dividend rights dividends on the shares of Series F Preferred Stock so called for redemption Redemption shall cease to accrue from and after such datedate and all shares of Series F Preferred Stock called for redemption shall cease to be outstanding and any rights with respect to such shares shall cease and terminate (except for the right to receive the redemption price without interest), (ii) the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the Holders of Receipts evidencing such Depositary Shares (except the right to receive the Redemption Price, as such term is defined in the Articles of Amendmentredemption price without interest) shall, to the extent of such Depositary Shares, cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to 1/40th of the Redemption Price (as such term is defined in the Certificate of Amendment) redemption price per share of Series F Preferred Stock so redeemed plus all money and other property, if any, represented by such Depositary Shares, including all amounts declared and paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Series F Preferred Stock to be so redeemed and have not theretofore been paid, in all cases without interest on such amounts. Any funds deposited by the Corporation accordance with the Depositary for any Depositary Shares that provisions of the Holders thereof fail to redeem will be returned to the Corporation after a period Certificate of three years from the date such funds are so depositedDesignations. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary or Computershare, as appropriate, will deliver to the Holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption; provided. In any such case, however, that the Corporation shall redeem Depositary shall not issue Shares only in increments of 10 Depositary Shares and any Receipt evidencing a fractional Depositary Sharemultiple thereof.
Appears in 1 contract